Ponyvengers
by TheManFromMars
Summary: A hostile force takes hold of the Tesseract, and threatens Equestria. It's up to Director Sparkle to round up Equestria's Mightiest Ponies and protect the world.
1. Chapter 1

**Ponyvengers**

"The Tesseract has awakened" says a sinister voice to a shadowy figure "It's on a little world, an _Equine _world. They would wield its power, but our ally knows its workings as they never will. She is ready to lead, and our force, our _Changelings _will follow. A world will be hers. The universe, yours. And the ponies, what can they do but burn?"

* * *

A flying chariot approaches its destination, a scientific-military base filled with ponies running around as an evacuation was in order. The only one who was not running, standing still waiting for the chariot, was a little purple dragon wearing a black suit and shades. The chariot lands and two unicorns come out of it. The first one was wearing a tactical jumpsuit and sported a white mane. The second one had an eye patch, was wearing a black leather long coat, and was purple. She was Twilight Sparkle, director of the Networked Espionage and Intervention General Headquarters, N.E.I.G.H.

"How bad is it, Spike?" Twilight asked the purple dragon.

"That's the problem, Twilight, we don't know" the dragon answered. Twilight just stared quizzically at him.

As the three agents ride an elevator deep into the bowels of the facility, Spike explains the situation.

"Doctor Whooves read an energy surge from the Tesseract four hours ago"

"Whooves wasn't authorized to begin test phase yet" Twilight replied

"Oh, he wasn't testing it. In fact he wasn't even in the room. Spontaneous event" Spike replied back

"It just turned itself on?" asked the second unicorn, just behind them.

"How high are the power levels?" Twilight interrupted

"Over 9000 and climbing" said Spike "When Whooves couldn't stop it, we ordered the evacuation"

"How long until everypony's out?" asked Twilight

"It all should be clear in half an hour"

"Do better!"

"Yes, ma'am" Spike leaves the group to coordinate the evacuation.

"Ma'am, evacuation may be futile" the white mane unicorn said.

"So, what do you want to do, Trixie?" asks Twilight "tell them to go back to sleep?"

"If we can't control the Tesseract's energy" continued Trixie "There may not be a minimum safety distance"

"I need you to make sure that the Phase 2 prototypes are shipped out" Twilight said

"Is that really a priority?" Trixie insisted

"Listen, Trixie, until the world ends, we will act like it's still spinning" declared Twilight "Every piece of Phase 2 on a truck, gone, NOW!"

"Yes, ma'am" Trixie answered dryly

As she left, Twilight entered the Project: Pegasus complex to talk to Doctor Whooves.

"Doctor, do you have anything for me?"

"Director, the cube is misbehaving!" Dr. Whooves said, worried

"Is that supposed to be funny?" asked Twilight

"Nothing funny about that, ma'am!" Dr. Whooves replied "She's not only acting, she's behaving!"

"Why didn't you pull out the plug?"

"She's an energy source" answered Whooves "We turn off the power, she turns it back on!"

"I thought we were prepared for this" says Twilight

"_Preparing_, not prepared… Not yet. My calculations are far from complete" Whooves says "and she's throwing off interference, radiation… Nothing harmful, just a little bit of Kindness radiation…"

"That could be harmful" Twilight replied, remembering an incident with another pony "Where's Agent Pie?"

"The pink one?" Dr. Whooves asked, but before he could answer, somepony shouted from the above.

"Hi! Twi, I'm over here!" Agent Pie waved enthusiastically from a platform up high.

"Agent Pie, could you, please, come down" requested Twilight

"Oki Doki" Pie said, climbing down a rope.

"Pie, I gave you this task, so you would keep a close eye on everything…" Twilight reprimanded the pronking pony besides her

"Yeah, but I see better from a distance" Agent Pie explained "Remember when we were at the field and you were near the trees and I was up in the hills and I said 'Twi! Look out! A Beehive!' and you said 'What?' and I said 'Beehive' and the beehive fell and the bees said 'Bzzzz' and you said 'Ah! Bees' and I said 'I told you!' and the bees were stinging your eye and I said 'Twi! The bees are stinging your eye!' and you said 'Argh! The bees are stinging my eye' and I said…"

_Gee, does she ever stop talking? _"Agent Pie! The cube! Did somepony tamper with it?" interrupted Twilight

"…Oh! No, nopony touched it. There were no visitors, no unauthorized ponies, no messages in or out, Doctor Whooves being acting real nice. In fact, everypony was real nice! We should throw a party to celebrate!" Pie said, excited

"Agent Pie… focus!"

"…Right! Focus is my middle name! Actually, Diane is my middle name, but…"

"Pinkie!" Twilight shouted

"As I was saying, if the cube has been messed with, it wasn't from this side" Pinkie concluded

"This side?" Twilight asked

"Yeah, the cube is like a door, right? Doors open from both sides!" said Pinkie "Unless it's one of those 'Push' or 'Pull' doors, or it's a sliding door, or it's like a panic room, or revolving doors, or the other side doesn't have a doorknob, or…"

Before she could continue, the cube started to flicker and shot a ray of blue energy to the other side of the room. The ray begins to form a portal that shook the whole facility, leaving everypony present staring, afraid.

Just as abruptly it came, the portal was gone, and in its place stood a dark blue alicorn with some kind of strange device attached to, and expanding, her horn.

The guardian ponies of the facility started to approach the strange visitor, guns and swords at hoof. She answered by slowly, but menacingly, pointing her horn towards then.

Sensing trouble, Twilight spoke "Ma'am, could you, please, point your horn down?"

_What?! Lowering my head? Like, in reverence?! _That was the last straw. Furiously, the alicorn shoots beams of energy towards Twilight, but Pinkie saves her at the last second. She keeps firing everywhere, destroying equipment and killing all the guards. She then brings her attention to the little pink pony who tries to stand up.

Before Pinkie could notice, the alicorn was over her. Pinkie struggles to escape her grip to no avail, she was too strong. "You have heart…" the alicorn says touching Pinkie's chest with her horn. A small stream of blue energy travels Pinkie's body till it reaches her eyes, darkening, and then whitening them. Her once puffy hair falls down, straight.

"You are on my side now!" the alicorn tells her

"Oki Doki Loki" Pinkie responds

Meanwhile, Twilight took advantage of the chaos ensued to grab the cube and put it in a case, hoping she would escape unnoticed.

"Please don't" the alicorn says to Twilight "I still need that"

"This doesn't need to get any messier" Twilight replies

"Yes, it does. I've came from way too far for anything else" says the alicorn "I am Luna, of Canterlot. And I am burdened with glorious purpose"

"I saw a porpoise once" Pinkie proclaimed, cheerfully

"Luna?" Doctor Whooves says "Celestia's sister?"

"We have no quarrel with your kind" Twilight proclaims

"The ant has no quarrel with the boot" Luna answers back

"Or, maybe… They do!" Pinkies says, humming the X Fillies theme tune

"I come with glad tidings" Luna continued "of a world made free"

"Free from what?" Twilight asks, unconvinced

"Freedom. Life's biggest lie. Once you accept that, in your heart" Luna turns and touches Dr. Whooves with her horn, brainwashing him "…You'll know peace"

"You say 'Peace'." Twilight retorted "I think you mean the other thing"

"Looney, Twi is just stalling us. She wants us to stay here and be buried by the building once it collapses. She's being a big meanie" Pinkie says, disapprovingly

"She is right!" Doctor Whooves exclaims "The portal is about to collapse! The facility is gonna blow up in about two minutes!"

"Zat is correct!" Pinkie says

"Well, then" Luna says, nodding to Pinkie "Let's go"

"PARTY CANNON!" Pinkie shouts firing the cannon towards Twilight, burying her under an unfeasible amount of confetti.

"Wait, where did you get that?" Luna asked, surprised

"Get what?" Pinkie asked back

"The cannon"

"Oh, it's always with me" Pinkie answers

"B-but, how…? Where do you carr-? Where did it go?!" Luna asks, astounded

"Where did what go?"

"THE CANNON!"

"…"

"…"

"…What was the question again?"

"Oh, forget it! Just grab the cube!" Luna says, frustrated

"Oki Doki Loki" Pinkie says grabbing the case near the pile of confetti, then she, Dr. Whooves, and Luna head towards the exit.

As they reach the transportation area, Pinkie proclaims "Trix, we need these vehicles!"

"Who's that?" Trixie asks, referring to Luna

"Oh, that's Looney! She's my new bestest friend!" Pinkie answers "We're going to a party!"

"Uh… 'kay…"

As the tree boarded the car, Trixie was going back to her work, when Twilight voice came through her radio.

"_Trixie…"_ Twilight said, puffy _"Pinkie has turned!"_

Trixie only had time to jump out of the way before a sea of confetti almost hit her.

"Seriously, where the hell does that cannon come from?" Luna says as Pinkie goes behind the wheel and drives off. Trixie tries to stop them by firing her magic, but she misses.

"_They have the Tesseract!" _Twilight continues through the radio _"Shut them down!"_

Without a second to lose, Trixie jumps on one of the Jeeps and gives chase.

"Yay! It's chase time!" Pinkie shouted while driving the Jeep "I love chases!"

Standing on the back of the Jeep, Luna fired her enhanced horn at the agents pursuing them, making their vehicles flip back, jamming the road.

"This is fun!" Pinkie kept saying

Meanwhile, the cube's blue energy was dissolving the complex, dangerously destabilizing the building. Twilight was running, dodging the falling debris, looking for her way out.

Back at the underground road, Trixie took a shortcut and managed to come ahead of Luna's Jeep. She turns around, brakes and hits up front with them.

"Hi, Trix!" Pinkie greeted

Without answering back, Trixie attacks the Jeep with her magic.

"Hey, that's mean!" Pinkie protested

Luna retaliates by firing at Trixie's tires, making her Jeep spin out of control. With her way now clear, Pinkie drives to the exit, while Trixie gets stuck under the hubris.

Outside, Twilight waits inside a flying chariot. Once Luna's Jeep comes through the exit, they give chase. Twilight fires her horn at them, but Luna fires back, hitting the chariot which goes down.

As she hits the ground, Twilight kicks herself for letting them escape.

"_Director?" _Spike's voice comes through the radio _"Director Sparkle, do you copy?"_

"The Tesseract is with a hostile force" Twilight answers "I have ponies down! Trixie?"

"_A lot of ponies still under, ma'am"_ Trixie responds through her radio_ "Don't know how many survivors"_

"Sound a general call" Twilight continued "I want every living soul not working rescue looking for that cube"

"_Roger that"_ Trixie responded

"Spike, go back to the base. This is a Level 7!" Twilight says "As of right now, we are at war!"

"_What do we do?"_ Spike asks

"We get ready" Twilight answers

* * *

**MARVEL/MLP SIMILARITIES  
**

**Being a huge Marvel Maniac, I couldn't help but notice certain similarities between certain characters and aspects of the Marvel Universe with those of my new favorite tv show (I've only been aware of the existence of MLP:FiM two months ago). So, at the end of every chapter I'll showcase a similarity.  
**

**I'll start with the most obvious one:  
**

**Avengers/Mane Six**

**Six characters with different personalities and power sets, must join forces to stop evil, despite barely knowing and, in some cases, trusting each other. After their first battle though, they swear to always help each other whenever they need it.  
**

**Oh, wait... I said six? Actually, they were just five in the beginning: Iron Man, Hulk, Thor, Ant-Man and Wasp. Hulk left the team in the end of issue #2 (November, 1963), while Captain America was found on ice and recruited on _Avengers #4 _(March, 1964).  
**

**In _Avengers #16 _(May, 1965), the whole team disbands, leaving only Captain America to recruit new Avengers in which fans would later call "Cap's Quirky Quartet". They were Captain America, Hawkeye, Quicksilver, and the Scarlet Witch. With the exception of Cap, the team was entirely composed of reformed villains. That issue also marks the first time the battle-cry "Avengers Assemble" was uttered (only in the cover, though).  
**

**Black Widow appeared as a villain in _Avengers #29 _(June, 1966)_, _and became a reformed supporting character appearing in every issue after that until _Avengers #47 _(December, 1967). She only officially joined the team on _Avengers #111 _(May, 1973) but left the team the very next issue _#112 _(June, 1973)  
**

**The original team debuted in **_**Avengers #1**_** in September, 1963**


	2. Chapter 2

In an underground diamond mine, a white unicorn with a purple mane sits tied on a chair. Surrounding her were three diamond dogs. The one in the middle, the leader, talks to her.

"This is not how I wanted my evening to go"

"I know how you wanted it to go…" the white pony answers "Believe me, this is much better"

"Who are you working for?" the dog continues "Rex? Does he think we need to go through him to move our cargo?"

"I thought Rufus was in charge of the exterior business?" the pony asks, seemingly confused

"Rufus? Ha! He's a bagman, a front. Your outdated information betrays you" the dog laughs "The famous White Widow. Nothing but another pretty face"

"Ow, you really think I'm pretty?" the pony asks, smiling

"Tell Rex we don't need him to smuggle the diamonds" the Alpha dog said, walking towards a table with torture tools "Tell him he is out. You, heh, may need to write it down…"

Like it was on cue, a purple smoke appeared in front of the dog's eyes. Out of it, came a parchment. The parchment then said "Excuse me, I need to talk to the pony"

"Wow, a talking letter?" said one of the other dogs "I thought that stuff only existed on the _Harry Trotter_ books!"

"Now, wait a minute…" the Alpha dog said, getting in the way of the letter.

"You are five levels down in an abandoned diamond mine" the letter retorted "There is a squadron of dragons all over the mouth of the cave. You let me talk to the pony, or you all will become steamy hot dogs"

Gulping, the dog got out of the way. The letter made it way to the white unicorn.

"Rarity, we need you to come in!" the letter said

"Spike?! Are you kidding? I'm working!" the pony retorted

"This is more important" the letter continued

"I'm in the middle of an interrogation!" Rarity said "This moron is giving me everything!"

"I didn't… give… everything?" the dog stuttered

Rarity just nods to him, and brings her attention back to the letter.

"Look, you can't pull me off right now! I swear, if this is another of your stupid schemes to go out with me…"

"Rarity…" the letter interrupted "Pinkie's been compromised"

Rarity stood silent for a second and then said "I'll get back to you"

Using her magic, Rarity untied herself. And then, using both her magic and her physical prowess, she threw the dogs around the room, levitating, kicking, punching, basically beating them up.

"Hey! What the…" the Alpha dog protested when Rarity magically tied him upside down, using the same rope she was tied with before.

"Wait a minute…" one of the badly-injured dogs said "She _is _an unicorn. She _can _do magic. How come we didn't expect that?"

"I don't know, man…" the other dog replied "I guess we're really dumb"

"Well, you got that right" Rarity said, completely deadpan before turning to the letter again "So, where's Pinkie?"

"We don't know" the letter answered "We'll brief you on everything once you come back. But first, we need you to talk to the big pony"

Rarity laughed "Spike, you know that Dash trusts me as far as she can throw me…"

"Oh, no, I'll take care of Dash" the letter responded "You'll take care of the _big _pony"

That made Rarity froze "Oh, dear…" she sighs

* * *

One day later, in a poor pony community, an orange filly races the busy streets in a scooter, looking frantically for her destination. She finally arrives at a little family house. Inside, a yellow Pegasus takes care of the family's sick pet.

"Excuse me, is the vet here?" the filly asks the house owner "I need to see the vet!"

"I'm sorry" the yellow Pegasus says from inside the house "Is there anything wrong?"

"Please, miss" the orange filly begs "My pet… uh… hamster… my pet hamster is very sick"

Fluttershy couldn't say no to an animal in necessity, so she followed the pink mane filly back to her shed. As they enter the shed, the little Pegasus dashes through it and jumps out of the window "Sucker!" she shouts, laughing

"That wasn't very nice…" Fluttershy says, upset

"You know, for a pony that needs to avoid stress" says a voice behind her "You picked an _interesting _place to settle"

"Avoiding the stress is not the secret…" Fluttershy tells the white unicorn

"What is it? Yoga?" asks Rarity

"You brought me back to my shed. Outside the town. Smart" Fluttershy says, ignoring Rarity's question "The whole place is surrounded, I assume"

"Just you and me" Rarity answers

"And your little rude friend?" Fluttershy asks "Is she a spy too? Do they start that young?"

"I did"

"Who are you?"

"Rarity"

"So, are you here to kill me, Agent Rarity?" Fluttershy asks "Because I'm afraid that's not gonna work out. To anypony"

"No, of course not dear" Rarity answered, reassuring "I'm here on behalf of N.E.I.G.H."

"Neigh?" asks Fluttershy "How did they find me?"

"We've never lost you, Doctor" Rarity says "We just kept our distance. We even kept other interested parties off your trail"

"R-really? Uh, why?" Fluttershy asks, not entirely convinced

"Twilight Sparkle seems to trust you" Rarity answers "But now, dear, we need you to come in"

"What if I say… no?"

"I'll persuade you"

"What if the… _other pony _says no?"

"It's been a year since your last incident" Rarity retorts "I don't think you want to break that streak, darling"

"Well, I-I don't always get what I want…" Fluttershy says, looking down

"Darling, we're facing a potentially, global catastrophe"

"Oh, my…" Fluttershy says "I _really _try to avoid those kind of things"

"This" Rarity says, handing her a picture "is the Tesseract. It has the potential to wipe out Equestria"

"What do you want me to do? Swallow it?" asked Fluttershy, suddenly wary and slightly ticked off

"Twilight wants you to find it. It has been taken" Rarity says "It emits low levels of Kindness radiation, too weak for us to trace it, and no one knows that kind of radiation like you"

"So… Twilight isn't after the…" Fluttershy looks away before continuing "t-the monster?"

"No. Talk to Twilight. She needs you"

"In a cage?" Fluttershy snaps back

"Darling, nopony's gonna put you-"

"STOP LYING TO ME!" Fluttershy suddenly yelled, rage oozing over every feature of her face.

Taken by surprise, Rarity jumped back, and took on a fight stance, her horn ready for use.

"Sorry! Sorry! I-I'm really sorry" Fluttershy apologized, cowering back, and blushing "That was really mean, sorry"

Rarity kept her stance, terrified.

"W-why don't we do this the easy way?" Fluttershy asked "We stay calm, breathe, and the _other _pony doesn't make a mess"

Still trembling, Rarity breathes in and talks at her concealed mic "Stay down, we're cool"

Outside the shed, dozens of N.E.I.G.H. agents, who were surrounding the place, lower their weapons.

"'Just you and me'" Fluttershy sneered

Rarity just looks down, embarrassed.

* * *

**MARVEL/MLP SIMILARITIES  
**

**Loki/Discord**

**Loki's first appearence in Thor comics had him imprisoned for thousand of years inside a tree in Asgard's garden. Just like a certain someone was imprisoned inside a statue.**

**The only way Loki could escape was if someone shed a tear because of him. Using his influence on the tree, Loki made a leaf fall on Heimdall's eye, making him _shed a tear because of Loki_. Loophole abuse at its finest!  
**

**The first thing Loki does after being free? He goes down to earth _and sucks the color out of people._ That's right! He turns them black & white! But, he only did that to lure Thor, who Loki was sure would try to investigate. After Thor returns the people's color back to them, Loki reveals himself, challenges Thor, and defeats him. How he defeats him? _By hipnotizing him and making him act differently than himself._**

**His victory is short though, as Thor quickly awakens from his trance and delivers Loki back to Asgard.  
**

**In his second appearence though, in _Journey Into Mystery #88 _(January, 1963) Loki's victory is a little longer and he can finally engage in some mischief. So, does he try to rule the world? Try to be worshipped? Try to destroy everything? No. He simply _turns people's property in chocolate and ice cream! _And laughs histericaly watching the cars and buildings melting because of the sun.  
**

**The God of Mischief debuted in **_**Journey Into Mystery #85 **_**in October, 1962, he first faced the Avengers on their debut issue _Avengers #1_ in September, 1963  
**


	3. Chapter 3

"This is out of line, Director. You're dealing with forces you can't control"

Twilight listen to her superiors, the Equestria Security Council "Have you ever been in a battle, coucilmare? In a war?" she replies "Did you feel an overabundance of control?"

"You're saying this Canterlot is declaring war on Equestria?" other member of the council asks

"Not Canterlot. Luna"

"She can't be working alone, though" a third member says "What about the other one? Her sister?"

"Our intelligence says that Celestia's not a hostile" Twilight replies "but she's worlds away. We can't count on her. It's up to us"

"Which is why you should be focusing on Phase 2"

"Phase 2 isn't ready! Our enemy is!" Twilight protested "We need a response team!"

"The Harmony Initiative was shut down…" the first member started

"This is not about the Harmony Initiative" Twilight said

"We've seen the list" the fourth and last member retorts "You're running the world's greatest covert security network, and you're leaving the fate of ponykind to a handful of freaks!"

"I'm not leaving anything to anypony" Twilight insisted "We need a response team. These ponies may be isolated, unbalanced even, but, with the right push, they can be exactly what we need"

"You don't win wars with sentiments, Director"

"No" Twilight says "You win wars with soldiers"

* * *

On an empty gym somewhere, a lonely orange pony kicks a bag repeatedly, her troubled thoughts bringing flashbacks of the past.

_There's no time! I need to put it in the water!_

She kicks the bag, putting more strength on each kick, sweat passing through her freckles.

_No, there's still time! You don't need to do this, sis!_

The kicks become increasingly more furious, she stares at the bag like it's her worst enemy.

_Sorry, Big Mac, I will have to give you a rain check on our little Apple Bucking contest…_

Maybe, if she kicks hard enough, somehow everything will be alright, somehow she will be back when things made sense, or maybe she will forget…

_Oh, my! She's still alive!_

The last kick sends the bag flying, breaking the chain that held it in place, and hitting the wall with force, spilling its sandy contents on the floor.

She sighs, tired and frustrated, and picks another bag to replace it. As she prepares to start another session of kicks, a purple pony enters the gym.

"Trouble sleeping?" Twilight Sparkle asks her

"I slept for 70 years, ma'am" the orange pony answers "I had my fill…"

"Then you should be out, celebrating, seeing the world" Twilight says

The pony, Applejack, stops her work out, and faces the purple unicorn "Ya here with a mission?"

"I am" Twilight answers briefly

"Tryin' to get me back in the world?" Applejack asks

"Trying to save it" Twilight answers, handing her a picture of something awfully familiar

"The hydra's secret weapon" Applejack says, looking at the picture of the Tesseract.

"We fished that out of the ocean when we were looking for you" Twilight explains "We think that the Tesseract could be the key to unlimited sustainable energy, something the world sorely needs"

"Who got it?" Applejack asks, cutting right to the chase.

"Her name is Luna, she's not from around here" Twilight said "There's a lot we'll need to bring you up to speed. The world has gotten even stranger than you already know"

"At this point, I doubt anything would surprise me…"

"Ten coins that you're wrong" Twilight retorts

Applejack didn't answer, she just grabbed her stuff and headed for the exit.

"Is there anything more about the cube that you can tell us?" Twilight asked

"Only that y'all should have left it in the ocean…"

* * *

Meanwhile, under the sea, an armored pony cut the cables that connected her new building to the town's grid. Dashing to the surface and into the air, the pony flied back home.

"We're good at this end" Rainbow Dash exclaimed "Now, it's up to you" _Please, don't mess up._

"Are we really good to go?" the grey Pegasus on the other side of the line asked

"Yes, I cut all the transmission lines" Rainbow Dash replied "Dash Tower is about to become a beacon of free sustainable energy in Ponyville. Light her up"

On cue, the huge building in the middle of Ponyville lighted up from the ground to the top, sporting a shining sign at its side saying "DASH".

"How does it look?"

"Like magic! Only 20% cooler" Dash answered

"Cool! Let's celebrate! I made muffins" her bubbly friend said before hanging up

Dash laughed, and landed on her disassembly terminal outside the penthouse, to take her armor off and enter the building.

"_Dash"_ GILDA (**G**reat **I**nsight into **L**ovely **D**ash's **A**wesomeness), her personal AI reported _"Agent Spike of N.E.I.G.H. is on the line"_

"I'm not in!" Dash replied "As a matter of fact, I'm actually out"

"_Dash, I'm afraid he's insisting"_

"Grow a spine, GILDA" Dash retorted "I have a party to attend"

"Levels are holding steady, I think" the grey, cross-eyed pony said "Muffin?"

"Thanks, Derpy. And of course, they're holding well. I designed it, didn't I?" Dash says, smugly "Which brings me to my next question: How does it feel to be a genius?"

"Uh… I don't know…" Derpy answered, confused

"What do you mean _'I don't know'_?" Dash replied "This was all your idea! All of this came from you" Derpy blushed, flattered.

"Give yourself some credit, would ya'?" Dash continued "Like, 12% of it"

"12%?" Dash asks, slightly offended

"Well, yeah! I did all of the heavy lifting, literally" Dash defended herself "Not to mention all the snafus caused by you: the elevator security, the collapsed ceiling on the third floor, all the _bathrooms _in the building catching fire spontaneously…"

"I just don't know what went wrong…" Derpy said, looking down

Doesn't matter how clumsy she was, Dash could never see Derpy sad "Oh, forget it! Let's celebrate, just me, my best friend, and a bucket full of muffins"

"_Dash, Agent Spike on the phone" _GILDA interrupted again _"I'm afraid my protocols are being overridden. That's really lame"_

"_Dash, we need to talk" _Spike's voice came through the phone

Sighing in frustration, Dash answered the phone "You've reached Rainbow Dash. I'm currently not interested in whatever you have to say. Please, leave a message, so it can be deleted"

"_This is urgent!"_ Spike replied

"Then leave it urgently" Dash could barely finish her phrase, when Spike stepped out of the elevator.

"Security breach! Your fault" Dash says pointing to Derpy

"Ms. Dash" Spike says

"Spike! Hi, come in" Derpy exclaims

"Spike? Who's Spike?" Dash says, feigning indifference "His name is 'Agent'"

"Sorry, I can't stay" said Spike with a smile

"But we're having a party" Derpy insisted

"Which is exactly why he can't stay…" Dash said, doing her best, purposely bad, forced smile

"We need you to look over this as soon as possible" Spike says, handing Dash an electronic file holder

"I don't like being handed things…"

"That's okay, I'll give it to her" Derpy said "Here Dash, take it. Muffin?" she offers Spike

Dash begrudgingly grabs the device "I'd like to remind you that consulting hours are between 8 and 5 every other Tuesday"

"This isn't a consultation" Spike retorted

"Is this about the Harmonies?" Derpy asked "Which… uh… I know nothing about…"

"I thought the Harmony Initiative was scrapped" said Dash "And I didn't even qualify"

"I didn't knew that either" Derpy insisted

"Apparently, I'm volatile, self-obsessed, don't play well with others…" Dash continued

"I didn't knew… Oh, wait, I knew that!" Derpy concluded

"This isn't about personality profiles anymore…" Spike protested

"Yeah, whatever…" Dash retorted studying the files before her. The files held information about three ponies: Applejack, the pony out of time, Fluttershy, the pony you don't want to see angry, and the mysterious Celestia. But what really caught her attention was the fourth file, the file about the cube. Dash examined the cube, intrigued. Its power seemed similar to those of the Ark Reactor that powers up her armor and the Dash Tower. She would still be examining it if all the power in the building hadn't gone off…

"Derpy!" Dash shouted

* * *

**MARVEL/MLP SIMILARITIES  
**

**The Unicorn/Twilight Sparkle  
**

**Milos Masaryk was a Soviet spy who was given the task to infiltrate the United States and defeat Iron Man. To help him succeed, he recieved a special helmet designed by Anton Vanko, which projected a blast of energy out of a "third eye" located on the middle of its forehead, giving him the nickname Unicorn.  
**

**While the Unicorn's Power Horn only projected concussive blasts in the beginning, other abilities were added to it in further appearences, such as: Force Blasts with the power of 50 pounds of TNT, Thermal Beams almost hot enough to melt steel, Protective Force Fields, and Magnetic Rays able to lift objects no matter how heavy.  
**

**The Unicorn is believed, but never confirmed, to have died, drowned.  
**

**Milos Masaryk and his one-horned helmet debuted in **_**Tales of Suspense #56 **_**in August, 1964**


	4. Chapter 4

Crossing the ocean, a jet-powered chariot flied, carrying a unique passenger, the soldier of the big war, Applejack.

"So, this Fluttershy was tryin' to replicate the serum they used on me?" Applejack asks Agent Spike

"Yes, and no" Spike answered "Fluttershy read about how the science ponies of your time harnessed the element of Honesty to create brave and noble soldiers. She believed that if she used the element of Kindness instead, she could made ponies more gentle and protective towards each other and to the animals she loved so much"

"It didn't really work out, did it?" Applejack sighs

"Not really" Spike said "But when she isn't this ball of fury, she is the sweetest 'sugar cube' you'll ever meet"

Applejack gave in a little smile upon hearing her old stage show catchphrase.

"I've gotta say" Spike continued "It's an honor meeting you, officially. I mean, I've sorta already met you. I watched you while you were sleeping"

Applejack's smile began to slowly fade away.

"No! Not like that!" Spike explained, nervously "I mean, I would only do that to Rarity… _I shouldn't have said that_. What I meant is that I was present when you were frozen… from the ice… sorry, I'm really nervous… It's an honor have you on board, is all I'm trying to say…"

"I hope I'm the right pony for the job…" Applejack answered

"Oh, you are! Definitely!" Spike says "We made some modifications to the uniform. I gave some design input" he concludes, proudly

"The uniform?" Applejack asks, surprised "I thought 'Captain Equestria' was a little bit… old-fashioned…"

"With everything that's happening" Spike said "We may need a little old-fashioned"

* * *

Meanwhile, in a complex maze of underground tunnels, stood Luna, observing her new 'allies' working on the cube. Suddenly, the device on her horn starts to flicker. She's receiving a message from her "sponsors". Quietly, Luna sends her astral projection towards the stars, to talk to "the Other", the middlemare between her and… him.

"The Changelings grow restless" the Other says, hidden in the shadows.

"Let them gird themselves" Luna replied "I will lead them in the glorious battle"

"Battle? Against the meager might of Equestria?" the Other inquires, still concealed in the darkness.

"Glorious, not lengthy" Luna says, with a smirk "If you're Changelings are as formidable as you claim"

"You question us?" the Other says, outraged "You question him? He who put the device in your horn, when you were casted out, exiled, defeated?"

"I was a queen!" Luna protested

"So was I!" the Other snapped back, finally stepping out of the shadows, showing her wide green eyes and hooves full of holes "Your ambition is little and born of childish need. We look beyond Equestria, to the greater worlds the Tesseract will unveil"

"You don't have the Tesseract yet" Luna pointed out

Furiously, the Other rushed towards Luna, her horn pointing menacingly at her.

"I'm not threatening" Luna said, pointing her own horn against the Other "but until I open the doorway, until your Changelings are mine to command, you are but words!"

"You'll have your war" the Other hissed "but if you fail, if the Tesseract is kept from us, there will be no realm, no planet, no fissure, no _barren moon_ where he cannot find you"

Luna turns away, trying to hide her fear "You think you know pain?" the Other continued "He will make you long for something as kind as pain"

The Other then touches Luna with her horn, causing an almost unbearable burning sensation. When Luna opens her eyes again, she's back at her improvised lair, trembling.

* * *

In the middle of the ocean, a floating city acts as N.E.I.G.H.'s temporary base. Agent Rarity is aboard, waiting for Captain Applejack's chariot to land. As Spike and Applejack disembarks, Rarity approaches to greet them.

"Agent Rarity, Captain Applejack" Spike introduced them.

"Rarity? Oh, so that's the pony ya like watchin'" Applejack says, much to Spike's horror

Rarity just shots him an annoyed look and says "We'll talk later"

"Yes, ma'am" Spike responded, quickly getting out of the way

"Did he do something to deserve being ratted out like that?" Rarity laughed

Applejack blushed "I didn't mean to… is just that… I'm not really good at lyin'" she explained "I hope he's not mad at me…"

"Oh, I doubt that. He worships the ground you trot on" Rarity says "When they got you off the ice, I thought he would swoon. Did he ask you to sign his Captain Equestria trading cards yet?

"Tradin' cards?" Applejack asks

"They're vintage. He's very proud"

After that, the two ponies head to meet Fluttershy, who's on the other side of the hangar, looking more uncomfortable than usual.

"Doctor Fluttershy" greets Applejack

"Oh, uh… h-hi" Fluttershy says shaking her hoof "They told me you would be coming"

"And they told me that ya could find the cube" Applejack replies

"And that's all they told you?" Fluttershy asks, shooting Rarity an untrusting look

"All that I care about" Applejack answers, reassuring

"Girls, you may want to enter in a minute" Rarity interrupted "It's gonna become hard to breath out here"

"_Flight crew. Secure the deck" _a voice on the general radio says on cue, as the city starts to tremble.

"Does this city submerge?" Applejack asks, intrigued

"You're gonna put me underwater?" Fluttershy asks, fearful "I-I don't think that's a good idea…"

As if answering Fluttershy's question, four gigantic turbines raised from the water, pushing the city towards the sky.

"Oh, no!" Fluttershy cries "This is much worse!"

Applejack and Fluttershy decide to enter inside the flying city, like Rarity suggested. Inside, on the main control bridge, they find Twilight Sparkle surrounded by busy N.E.I.G.H. agents.

"Hover power check complete. Position cyclic. Power plant performing at capacity" Trixie checked with the other agents "All engines operating. N.E.I.G.H. Emergency Protocol 193.6 in effect. We're at level, ma'am"

"Good" Twilight replied "Let's vanish"

"Engage the cloud!" Trixie ordered

Out of the turbines came a thick fog that quickly covers the entire city, giving it a cloud like appearance.

"Gentlemares" Twilight turned to Applejack and Fluttershy "Welcome to Cloudsdale"

Without uttering a single word, Applejack approached Twilight, and gave her a bag with exactly ten coins. Twilight just smirked and faced Fluttershy.

"Thanks for coming, Doctor"

"Thanks for asking nicely" Fluttershy said with a nervous smile "So, h-how long I have to stay?"

"As soon we find the Tesseract, you're free to go" answered Twilight

"How are you with that?" Fluttershy asks

"We're sweeping every populated area with access to either technologic or magic" Spike answered

"But we still not gonna find her in time" Rarity replies

"We need to narrow the search" Fluttershy said "How many Elemental Spectrometers do you have access to?"

"As many as there is" Twilight answered

"Good. Put them all on the roof, and calibrate them to detect Kindness residuals" Fluttershy explained "I'll rough out a tracking algorithm, basic cluster recognition, so we can rule out some locations"

Twilight just nodded, impressed. Whoever took a look at that delicate, pink mane Pegasus could never imagine the incredible mind she possess. Even less, the raging creature that lies deep within her.

"Do you have someplace I can work?" Fluttershy asked

"Oh, yes" Rarity said "You're gonna love it, darling. It's full of toys"

* * *

**MARVEL/MLP SIMILARITIES  
**

**Montana/Applejack**

**Jackson Brice, nicknamed Montana after the state where he was born, is a member of the Enforcers, a team of criminals that work for whoever pays more. They were originally Spider-Man villains, but ended up troubling Daredevil and the Punisher numerous times too.  
**

**Montana is never seen without his Cowboy hat and his lasso, his main weapon.  
**

**How good is he with the lasso? Keep in mind that he has no superpowers, only uses the lasso, and still manages to hold his own against Spider-Man, Daredevil, and The Punisher in several ocasions.  
**

**Montana is also characterized by his thick Southern accent.  
**

**Jackson Brice and his lasso debuted in **_**Amazing Spider-Man #10 **_**in March, 1964. He officially died in **_**Amazing Spider-Man #651 **_**in March, 2011**


	5. Chapter 5

**Author's Notes: My mother once asked me why I was always watching a "little girl" Tv show, so I invited her to watch an episode with me.  
**

**The following happened:  
**

**1) My mother now understands why I watch it  
**

**2) She thinks Pinkie Pie is best pony  
**

**3) She thinks Rainbow Dash and Applejack are both dudes...  
**

* * *

Inside Luna's lair, the brainwashed Doctor Whooves gleefully works on his new device for the cube.

"Put it over there" the Doctor indicates to one of his new "assistants".

"Where did you find all this ponies?" he asks Pinkie Pie

"Craigslist" Pinkie responds "Is this the thingy you want?"

Doctor Whooves looked at the device Pinkie was holding "Yes, Iridium!"

"It's really secured" Pinkie stated "That seems to be a lot of bother for just a rock. I have lots of rocks on my backyard. I could bring you some"

"This rock is special. It can only be found inside meteorites" the Doctor explained "It forms anti-protons, really hard to get hold off. We need it"

"Oki Doki Whoovi!" replied Pinkie

"Hey!" Whooves says, calling Luna "The Tesseract has shown me so much! It's more than knowledge! It's… It's truth!"

"It touches everyone differently" Luna says "What did it show you, Agent Pie?"

"My next target, ma'am!" Pinkie stated, suddenly engaging in a stern tone.

"Uh… Okay…" Luna said, surprised with Pinkie's sudden change in personality "What do you need?"

"I need a distraction" Pinkie said, seriously "_and an eyeball_"

Luna was liking this new Pinkie "Excellent! I will provide y—"

"And a cake!" Pinkie continued, displaying once again her goofy smile.

"What?" Luna said

"…and balloons and my cannon and other cannon and a compound bow and yet another cannon and pie and a chocolate fountain and a DeLorean and an ice sculpture and snakes and a plane and Samuel L. Jackson and a bat signal and Velociraptor embryos and the Ark of the Covenant and a radioactive spider and a sorting hat and a moon base and a football and John Madden and a spatula and an accordion and automatic circumcisers and the T-Virus and a sonic screwdriver and orange soda and a black suit and shades and a neuralyzer and kryptonite and a sewing machine and cupcakes and Rainbow Dash and a hacksaw and…" Pinkie stops once Luna's hoof is shoved inside her mouth.

"I'll give you your distraction _and _the eyeball" Luna said, irritated "You want all the other stuff, you get it!"

"_Uck Duck Luck!"_ Pinkie mumbles

* * *

Back at Cloudsdale, Spike's talking with Applejack.

"…I mean, if it's not too much trouble…"

"No, no, it's fine…" Applejack answers absent-minded.

"…It's a vintage set" Spike continues "It took me a couple of years to collect them all. Nearly mint. Slightly foxing on the edges, but…"

"We got a match! 79%" Trixie exclaimed

"Location?" Twilight asks

"It's in a small village north edge of the Everfree Forrest" Trixie said "She's not even hiding"

"Captain?" Twilight says to Applejack "You're up!"

Applejack nods and goes to her cabin to suit up.

"So, Rarity…?" Spike asks

"Yes?"

"Did you saw Applejack's new suit?"

"Uh… yes"

"What did you think of it?"

"Uh… it's nice…" Rarity lied, keeping her fashion senses in check

"Really? Well, I designed it!" Spike declares, proudly

"Oh, did you?"

"Yeah. See, I have an eye for fashion too! We have something in common" Spike says, winking suggestively

"Oh, dear…" Rarity says placing her hoof on her face

* * *

Meanwhile, a high class ball was occurring in the village's city hall. The host was the owner of the eyeball that Luna needed. Luna just watches from the balcony, savoring the moments of anticipation before she strikes.

On the other side of the town, guards patrol a top secret building. Their eyes focused, their ears alert, scanning the surrounds for any size of dang—

"PARTY CANNON!"

The guard at the balcony turns, surprised by the sudden battle-cry. Down on the ground his colleague lies, buried under a pile of presents.

"Where are you? Show yourself!" the guard shouts angry

"AFTER-PARTY CANNON!" it's all he hears before his entire world turns dark.

Back at the city hall, Luna finally announces herself, knocking the security guard out cold. The ponies at the party stare, shocked, but they don't have time to react until Luna grabs the host and pins him down on the table in the middle of the ballroom. Using her magic, Luna starts to remove the pony's eyeball, slowly and painfully, enjoying every moment with sadistic pleasure, while all the ponies around her rushed for the exit in panic.

Meanwhile, back at the top secret building, Pinkie waits in front of the retina scanner for her "package".

"_I like big plots and I cannot lie" _she sings _"You ponies cannot deny…"_

Suddenly, a magic fog appears in front of her, carrying a detached eyeball.

"Oh, hi there, Mr. Eyeball" Pinkie greets, cheerfully

She inserts the eyeball on the scanner which opens a concealed drawer which holds the Iridium.

"_Bonsoir, Monsieur _Iridium. Would you like to go to a party with me?" Pinkie asks

"_Oui, _I'll be honored to, _Mademoiselle _Pie" Pinkie answers herself

"_Monsieur _Iridium, I believe this is the beginning of a beautiful friendship…"

* * *

Back at the city hall, Luna enters the streets full of horrified ponies running aimlessly "Kneel" she orders, but the ponies don't listen, deafen by their own screaming "I said KNEEL!" Luna shouts, her horn flashing a blinding light. Finally, the ponies stopped, and one by one, they lowered their heads in surrender.

Luna smiled "Is not this simpler? Is that not your natural state? It's the spoken truth of ponykind, that you crave subjugation. The bright lure of freedom diminishes your life's joy in a mad scramble for power, for identity. You were made to be ruled. In the end, you will always kneel"

At that moment, an old green mare stands up in defiance "Not to mares like you"

"There are no mares like me" Luna retorts

"There are always mares like you"

Luna just laughs, readying her horn "Look at your elder, ponies. Let her serve as an example"

Luna shots her beam at the frightened pony, but it's deflected by a rainbow colored circular shield. Holding the shield, stood a mare dressed in a mostly sky blue suit, with rainbow stripes on the waist, a silver apple in her chest, and a slightly bulky blue helmet sporting a white capital 'E'.

"Ya know" Applejack addressed Luna "Last time I was near the Everfree Forest I saw a many-headed beast who thought itself superior to everypony else. We ended up disagreeing"

"Oh, the soldier!" Luna laughed "The mare out of time…"

"I ain't the pony who's out of time" Applejack declared, with an N.E.I.G.H. chariot piloted by Rarity showing up to back her up.

"Luna" Rarity spoke from the chariot "Stand down and surrender!"

Luna simply shoots towards the chariot which gets out of the way just in time.

Applejack charges against Luna, using all her strength, but the alicorn easily blocks her attacks and strikes back. _C'mon, Applejack. You can do it. You're not obsolete… You're not a relic… Not yet. _Before, Applejack can get up again, Luna puts her hoof over her head "Kneel" she says with derision "Not today!" Applejack retorts, hitting Luna with a powerful kick, but Luna recovers and grabs her hoof, throwing her far away.

"Oh, dear" Rarity says "She's all over the place…"

"_Hi, Agent Rarity"_ a voice came through the radio _"Miss me? Don't need to answer, I know you did"_

"Dash…" Rarity says with a sigh

Applejack stood on the floor, puffy. She needed to stand up and keep fighting, but her hooves were giving in to exhaustion. Luna was ready to strike her again, when a beam of pure energy hit her in the chest. Landing besides Applejack, stood Rainbow Dash wearing the Iron Mare armor, rockets and missiles pointing towards the alicorn.

"_Make your move, Black Beauty" _Dash challenged

Panting, Luna simply raised her hooves in defeat.

"_Good move"_ Dash said

"Ms. Dash" Applejack greeted

"_Captain"_ Dash answered

* * *

**MARVEL/MLP SIMILARITIES  
**

**Lightspeed/Rainbow Dash/Fluttershy/Twilight Sparkle**

**Julie Power, Lightspeed, is a member of the Power Pack, a quartet of young heroes formed by her and her three siblings. Julie's special ability is that she can fly. Big deal, right? Well, there's a _little _more to it. Taken from her article at Marvel Wikia:  
**

"Julie's maximum speed is at least 800mph, faster than the speed of sound. She has been shown creating sonic booms when flying. Julie also emitted a distinct rainbow colored trail while flying"

**Does it reminds you of somepony?  
**

**But despite the very similar powers, Julie's personality couldn't be more different than Dash's, being more like a mix between Fluttershy's and Twilight's. Again, taken from her article at Marvel Wikia:  
**

"Julie could be quite shy and quiet. Julie was also a voracious reader, and was frequently seen reading, carrying or quoting books."

**Julie and her family debuted in **_**Power Pack #1 **_**in August, 1984**


	6. Chapter 6

Aboard the chariot, Applejack and Rainbow Dash guard their prisoner.

Applejack turns to Dash and whispers "I ain't likin' it…"

"What?" Dash asks "Moody Moony giving up so easily?"

"It wasn't that easy" Applejack retorted "She can really punch…"

"Still, you're pretty spry for an old mare" Dash teases "What you do? Pilates?"

"What?"

"Don't worry, you've just missed a couple of things" Dash continued "you know, doing time as an 'appleberg'"

Offended, Applejack was ready to reply, when a blinding light invaded the chariot.

"What? Sun?" Rarity said "In the middle of the night?"

"Uh-oh" Luna said

"What's the matter?" Applejack asks, still a little angry about Dash's remark "Ya scared of a little sunshine?"

"I'm not really fond of what follows…" Luna answered

Suddenly, landing in the chariot with a big thud, stood a tall white alicorn. Without a word, she grabs Luna and prepares to leave.

"Hey, you can't do that!" Dash protested, but the alicorn just shoves her aside and flies away.

"Oh, it's _her…_" Dash says, getting up

"Celestia?" Rarity asks from the cockpit

"Is she friendly?" Applejack asks

"_Doesn't matter"_ Dash answers _"She took our prisoner, and I'm gonna take it back"_

"Dash, we can't just go like that" Applejack protested "We need a plan of attack!"

"_I have a plan: Attack!"_ Dash replied, before taking off.

Angry and frustrated, Applejack grabs a parachute and prepares to follow them.

"Captain, if I were you I would sit this one out" Rarity advises "Those two are basically Goddesses"

"Well, I'm powerful sorry, ma'am. But I don't think real Goddesses dress like that" Applejack said, before jumping

"Look who's talking" Rarity says under her breath

* * *

In the middle of the Everfree Forest, two alicorns land on top of a mountain "Where's the Tesseract?" shouts Celestia

"Missed you too, sis" Luna answers mockingly

"Do I look to be in a gaming mood?" Celestia asks, serious

"You should thank me" Luna answers "Without me, you wouldn't have an excuse to come back to your _precious _Equestria"

"I thought you were dead" Celestia says with teary eyes

"Did you mourn?" Luna asks bitterly

"Of course I did! You're my sister…"

"_Don't call me 'sister'!_" Luna says with anger on her eyes

Celestia is taken aback by her sister's harshness "We were raised together" Celestia begs "We played together, fought together… Do you remember any of that?"

"All I remember was growing up under your shadow, under your greatness" Luna said, resentful "I remember you tossing me into the moon…"

"So, you take the world I love as a recompense for your imagined slights?"

"I do what I want!" Luna answered, childishly

"No! Equestria is under my protection, Luna!"

Luna snickered "You're doing a marvelous job! The ponies slaughter themselves in droves while you idly fret. Remind me why I shouldn't rule them"

"You think yourself above them?" Celestia asks

"Uh… Yes?" Luna answers, confused as to why she needs to state the obvious

"Then, you miss the truth of ruling, sister" Celestia explains "A throne would suit you ill"

Luna angrily shoves her sister aside "I've seen worlds you've never even imagined! I have grown! In my exile, I have seen the true power of the Tesseract, and when I wield it…"

"Who showed you this power?" Celestia interrupts "Who controls the would-be-queen?"

"I'm the queen!" Luna protested

"Not from here!" Celestia insists "Give up on the Tesseract! Give up on this poisonous dream! Come home" she begs

"Home? I don't have a home" Luna retorts "You need the cube to bring me back, but I've sent it away!"

Celestia angrily confronted her sister "You listen well…" she says before being blasted away by Rainbow Dash

"I'm listening" Luna says with a chuckle

* * *

Celestia collides against the ground, and raises her head to see who had the audacity of striking her while she was talking with her sister.

"_Do not touch me again" _Celestia warns the Iron Mare

"Then don't steal my stuff" Rainbow Dash answered nonchalantly

"This is beyond you metal mare" Celestia says "Luna will come back home to face justice"

"She gives us the cube and she's all yours" Dash replied "Until then, stay out of the way, tourist"

Dash barely has time to finish her sentence before she is hit with a magical beam, sending her flying away. "Okay" Dash says to nopony in particular "So, that's how it gonna be"

Meanwhile, Luna stays in the mountaintop, watching amused.

Dash hits Celestia with a repulsor blast and an iron kick on her face. Furious, Celestia charges her horn and hits Dash with a powerful electric ray, leaving her stunned.

"_Dash"_ GILDA informs _"Our power capacity have just turned 400% cooler"_

"How about that?" Dash says with a smirk, sending another powerful blast in Celestia's direction. Luna has never been so entertained in her life.

The two fighting mares collide at middle air, hitting a cliffside, and defacing it with each other's faces. They fly back to the middle of the forest, where they proceed to brawl. Dash tries to punch Celestia, but she grabs her armored hoof, and starts to crumple it like it was an empty can. Dash escapes by firing a repulsor on Celestia's face, and then tries to head butt her. Celestia head butts her back which sends Dash flying. Celestia then grabs her and pins her down, but Dash uses the jets under her hooves to escape and counter-attack. They would probably still be fighting, if a shield ricocheting in both their heads didn't interrupt them.

"That's enough" Applejack says, standing atop of a rock "Look, I don't know what ya want…"

"I'm here to put an end to Luna's schemes!" Celestia shouts in response

"Then prove it" Applejack replied "Point your horn down…"

"Yeah… Uh… No! They hate when you say that" Dash said, before being kicked back.

"_You want me to point my horn down?!" _Celestia shouts, flying in the air _"I will point it down!"_

Celestia's horn charged up and fired towards Applejack who defended herself with her shield.

As soon as Celestia's magic collided with Applejack's indestructible shield, an explosion of light and power threw the alicorn far away, leveling an entire portion of the forest in the process.

As the dust settles, Applejack remains on the exact same spot she was earlier, as Dash struggles to stand up, and Celestia approaches slightly dizzy.

"So, are we done here?" Applejack asks, as to which they nod

* * *

Hours later, aboard Cloudsdale, Luna is taken into custody by N.E.I.G.H. and locked in a circular glass cell located in the bowels of the flying city.

"In case it isn't clear" Twilight addresses her "If you try to escape, if you even scratch that glass…" Twilight pauses to flip a switch which opens a hatch under the cell "it's 30.000 feet down in a steel trap. Got it? Ant" she points to Luna "Boot" she concludes, closing the hatch.

"It's an impressive cage" Luna answers "but I don't think it was built for me…"

"It was built for something a lot stronger than you" Twilight replies

"Oh, I've heard" Luna says, turning to the cameras "The beast that still pretends to be a pony. How desperate are you, to call on such lost creatures to defend you?"

"You threaten my world with a force you can't hope to control, you talk about peace but kills because it's fun" Twilight answers "You've made very desperate. You may not be glad that you did"

"It burns you, doesn't it?" Luna inquires "To come so close of having the Tesseract's unlimited power, and for what? 'A warm light for ponykind to share' and then be reminded what real power really is"

Twilight smirks "Well, call me if 'real power' wants a book to read, or something"

* * *

Meanwhile, in the conference room, all the ponies were watching Twilight's conversation with Luna through the security monitors.

"She's kinda aggravating, isn't she?" Fluttershy says, breaking the silence

"Luna's draggin' this one out" Applejack said "So, Celestia, what's his plan?"

"She has an army called the Changelings" Celestia answered "They're not from Canterlot, or any nearby world. She means to lead them against your kind"

"So, she's building another portal" Fluttershy concludes "That's what she needs the cube and Dr. Whooves for"

"Whooves?" Celestia asks, surprised

"He's a scientist" Fluttershy responds

"He's a friend" Celestia retorts

"Luna put him under some kind of spell" Rarity explains "Along one of ours…"

"I still wanna know why she let us take her in" Applejack says "She ain't leading any army from here"

"We shouldn't focus on Luna" said Fluttershy "She's just crazy"

"Careful how you speak!" Celestia warned her "Luna is beyond reason, but she is of Canterlot, my sister, and I love her"

"She killed 80 ponies in two days" Rarity remarked

"…She doesn't have many friends" Celestia tried to explain

"Sorry for what I said" Fluttershy apologizes, blushing "but I think we should focus on the Iridium. Why does she need it?"

"It's a stabilizing agent" Rainbow Dash answers, entering the room "It's needed so the portal won't collapse on itself like it did earlier"

"It also means a wider portal, open for as long as Luna wants" Dash continued, heading towards the main computers "Raise the mizzenmast. Jib the topsails. That pony is playing _Story of the Blanks_. Thought we wouldn't notice but we did" she says, distracting everypony, so they won't notice her planting a device to hack the N.E.I.G.H. computer system "How Twilight even sees those?" she asks putting a hoof over her eye.

"She turns" Trixie answers, clearly not amused by Dash's antics

"Sounds exhausting" Dash replies "Anyway, any other components that Luna may need, Agent Pie can get her hooves on pretty easily. The only major component she still needs is a power source of high-energy density to kick-start the cube"

"When did you become an expert in thermonuclear astrophysics?" Trixie asks, still not impressed

"Yesterday"

"Does Luna need any particular kind of power source?" Applejack asks

"She would have to heat the cube to 120 Million Kelvin, which is 120 times hotter than the core of the sun, just to break the Coulomb barrier" Fluttershy explained "It's ridiculous"

"Unless Whooves figured out the quantum tunneling effect" Dash said

"Well, if he did" Fluttershy concludes "He could achieve heavy ion fusion at any ordinary reactor"

"Finally, someone who gets it" Dash says, excitedly

"What in darnation just happened?" Applejack asks, bewildered

"Doctor Fluttershy, is great to finally meet you" Dash greeted "Your work on Elemental Harmony Fusion is unparalleled, and I'm a huge fan of the way you lose control and turns into an enormous, furious monster with no indoor voice"

"Uh… t-thanks?" Fluttershy says, embarrassed

"Fluttershy is only here to track the cube" Twilight interrupted, entering the room "I was hoping you would join in"

"I-I was thinking we should start with that… uh… device that was attached to her horn" Fluttershy suggests

"After you, doc" Dash says

* * *

After a while, on the lab, Fluttershy makes a reading of the surrogate horn device.

"Interesting, the horn is not only emitting Kindness radiation, but Loyalty and Generosity too, maybe even others" Fluttershy says "But it's going to take weeks to process everything"

"If we bypass their mainframe" Dash said, fiddling on her own Dash Industries custom terminal "and direct route to the Homer cluster, we can clock this at around 600 teraflops"

"Oh, wow, I-I only packed a toothbrush" Fluttershy replies

Dash laughs "You know, you should come to Dash Tower sometime. Top ten floors all R&D, you would love it"

Fluttershy blushed "Thanks, but last time I was in Ponyville I kinda broke… a-a bear's neck…" she looks down in shame.

"You shouldn't be so hard on yourself" Dash replied "Besides, I offer a complete stress-free environment" she extended her hoof for Fluttershy to shake.

As soon as Fluttershy touched her hoof, an electric charge hit her. A shock hoof buzzer.

"Wow, nothing?" Dash asks, looking at Fluttershy's eyes for any sign of greenness.

"Are you nuts?" Applejack shouts

"You really have a lid on it, don't you" Dash asks Fluttershy, completely ignoring Applejack "What's your secret? Mellow jazz, trekking the mountains, a huge barrel of cider?"

"Is everything a joke for you?" Applejack asks, outraged

"Funny things are" Dash responds, dryly

"Threatening the safety of everypony here is not funny! No offense" she tells Fluttershy

"I-it's okay" Fluttershy says "I wouldn't be here, if I wasn't ready for… unpleasant surprises"

"You're tip-toeing" Dash tells Fluttershy "You need to strut"

"And you need to focus" Applejack retorts

"I'm not? Why Twilight called us in? Why now? Why not before?" Dash asks "What isn't she telling us? I can't do the equations without the variables"

"You think she's hiding something?"

"She's a spy! Applejack, she's THE spy" Dash replies "Her secrets have secrets. It's bugging her, too" She points at Fluttershy

"W-what?" Fluttershy asks, uncomfortable in being put in the middle of the conversation.

"Is it true, Fluttershy?" Applejack asks

"Uh… Well, it is kind of suspicious…" Fluttershy begins "Twilight told us they're using the Tesseract to study free energy. But Rainbow Dash already made plenty of progress in that field with the Dash Tower…"

"The Dash Tower?" Applejack laughed "That big, ugly… I mean… the building in Ponyville?"

"Why didn't they brought Dash in to work on the Tesseract?" Fluttershy continues "Why are they even involved with an energy project?"

"We'll find out as soon as my decryption program breaks all the N.E.I.G.H.'s firewalls" Dash concludes "Soon, we'll learn all of Ms. Sparkle's little dirty secrets, even the ones she hide under her eye-patch"

"What?" Applejack says "And ya were surprised that they didn't want ya aboard?"

"An Intelligence agency that fears intelligence? Not so awesome" Dash responds

"Look, Luna is trying to wind us" Applejack says "This is a mare that wants a war, and if we don't focus she will succeed. We have orders and we should follow them"

"Yeah, but following orders is not my style" Dash replies, unfazed

"And is all about style with ya, isn't it?" Applejack remarks, irritated

"Me? Who's wearing the colorful tights?" objected Rainbow Dash

"Uh, Applejack" Fluttershy, coyly interrupted "You really don't think any of this is strange?"

Applejack stood thoughtful for a while, and then shot Rainbow Dash a death glare.

"Just find the cube" she says as she leaves, but Fluttershy's words sparked her suspicions. She decides to investigate.

* * *

"That was the 'Sentinel of Honesty' that I've always heard about?" Dash remarks "Should have kept her in the ice"

"She isn't wrong about Luna" Fluttershy replies "She does have an advantage over us"

"It's gonna blow up on her face" Dash retorted "And I'm gonna be there to watch"

"Y-yeah, well, I'm sure I'm gonna read all about it"

"Or…" Dash insisted "You and _your little friend_ will gonna be there with us"

"It's not my little friend. It's an exposed nerve!" Fluttershy said, teary-eyed "I-it's a nightmare"

"I used to believe I was on top of the world whenever I flied, that everypony was beneath me" Dash reminisces "Until that accident in the desert rendered my wings useless" Dash opens her wings, showing the messy, broken feathers and fragile bones "I was brought down to Earth, both figuratively and literally. I had to live with Earth ponies _like _an Earth pony, even though I was a lot weaker than them. I had no remarkable ability. I went from the top to rock bottom. It was humiliating. To escape the prison of my reality, I started doing something I once, stupidly, swore I would never do. I started reading. And while I was reading, I came upon this little thing called science. You see, most unicorns scoff at science, because they already have magic, which they believe is more practical and reliable, while the Earth ponies and the Pegasus, who could really benefit from it, are ignorant to its existence. Except for ponies like you and me, of course" Dash winks at Fluttershy

"Anyway, science gave me hope" Dash continued "I made an oath to myself that I wouldn't rest until I've mastered it, so I could use it to fly again. But before that, came this" she points towards the mini-Ark reactor implanted on her chest "_This _makes me strong. It runs on Loyalty. It supercharges my muscles, so I can be as strong as, well, your average Earth pony. I needed that strength though, so I could work hard on my projects. I dedicated my life to science, founded my company, and, finally, accomplished my dream of flying again with the invention of my Iron Mare armor. I used to be just a simple, ordinary Pegasus that was too full of herself, now I'm a genius, billionaire, and superhero. And none of that may have happened, if I hadn't lost my wings"

"So, what you're trying to say is that Bitterrage… I mean, the _other _pony may be a blessing?" Fluttershy asks "That's nice. Nice sentiment. How? How can it be a blessing?"

"I guess we'll find out" Dash says

"Well, you might not like it" Fluttershy warned her

"But you might" Dash points out

* * *

At the lower levels of the city, Applejack infiltrates the cargo area. Corridors and more corridors filled with metal cases cover the entire room. Using all her strength, Applejack forces the lock of one of the cases and spies inside…

"Son of a…" she whispers.

* * *

**Ghost Rider/Fluttershy**

**From the Marvel Wikia:  
**

**"Penance Stare:** Ghost Rider possesses the supernatural ability to cause any individual who stares into his eyes to see and feel every bit of pain they have ever inflicted on anyone in their entire lifetime for all eternity"

**C'mon, you know it makes sense.  
**

**Johnny Blaze and his bike from hell debuted in **_**Marvel Spotlight #5 **_**in August, 1972**


	7. Chapter 7

"It's no accident Luna took Whooves" Celestia tells Spike "I fear what she plans for him once she's done. Whooves is a good pony"

"He talked about you a lot. You changed his life" Spike says "You changed everything around here"

"You're better off without us" Celestia admits "We, alicorns, like to think we're so more advanced, but we come here, stamping like Ursa Majors…"

"Ursa what?" Spike asks

"Ursa Major, big, transparent, bear-like?" Celestia describes "You don't have those?"

"Not that I know of"

"Well, they're repulsive, and they trample everything in their path…" Celestia explains "the last time I was on Equestria, Luna's rage followed me. And now, again… and to think I used to court war…"

"The war hasn't started yet" Twilight interrupted "Do you think you could make Luna tell us where she hid the cube?"

"I don't know. Luna is really determined" Celestia answered "It's not just power she craves. It's vengeance, upon me. No pain would prize her need from her"

"A lot of ponies think that, until the pain starts"

"What are you asking me to do?"

"I'm asking, what are you _prepared _to do?" Twilight challenged

"Luna is a prisoner" Celestia pointed out

"Oh, really?" Twilight retorted "Then why I feel she's the only pony that wants to be here?"

* * *

Luna sat on her cell, her eyes closed. Suddenly, a little smile grew on her face "I didn't expect you so early"

"You knew I was coming?" Rarity asks

"Yes, but only after Sparkle tried every form of interrogation she could imagine. And then you would come as a friend, to appeal to my good side, so I would cooperate" Luna answers

"I want to know what you did to Agent Pie" Rarity says cutting to the chase.

"I've expanded her mind" Luna mocks

"And, after you win, what happens to her mind?"

"Oh, is this love, Agent Rarity?" Luna asks

"Uh, ew! No, I owe her a debt" Rarity answers "before I worked for N.E.I.G.H., I've built a reputation for doing… less than nice things. Agent Pie was sent to neutralize me. Instead, she threw me a party, so I could, on her words, stop being so grumpy and meanie"

"What would you do if I swore to spare her?" Luna asks

"I won't let you go" Rarity answers, dryly

"Ha! Love it! Your world is in the balance, and you bargain for _one _pony?"

"There's red on my ledger" Rarity simply says "I'd like to wipe it out"

"And can you?" Luna asks "The Grand Galloping Gala? The school fire? Scootaloo's parents? Can you wipe that much red?" Rarity steps back, clearly shaken.

"Oh, yes, Agent Pie told me everything" Luna approaches the glass "Your ledger is _dripping_ _red, _and you think saving a mere pony, will wipe it out? This is the most pathetic of the sentimentalities! You lie and kill at the service of liars and killers! You pretend you have some kind of honor code that compensate for the horrors, but they don't. They are a part of you, and they will never go away. No, I won't touch Pie. Not until I make her hurt you, kill you, slowly, in every way she knows you fear. And then she'll wake, just long enough to see what she did, and when she cries, I will split her skull open, shutting that annoying yap once and for all!" Rarity turns her back, sobbing "That's my bargain, you whining mule!" Luna concludes

"Y-you're a monster!" Rarity sobs

"No! You brought the monster" Luna remarks

"Oh" Rarity responds, seemingly calm again "So, it's Fluttershy then"

"Uh, what?" Luna asks, surprised

"Luna plans to unleash Bitterrage" Rarity speaks into her radio "Keep her on the lab. I'm on my way. Send Celestia too, we may need her help" Rarity stops, turning towards Luna "Thanks for your cooperation, _darling_" she mocks

* * *

"Ma'am, there's been a security breach on the system!" Trixie warns Twilight

"Rainbow Dash…" Twilight mutters.

* * *

"What you're thinking you're doing, Dash?" Twilight asks, entering the lab

"Same to you" Dash says, nonchalantly

"You should be locating the cube!"

"We are" Fluttershy answered "As soon as the Tesseract is detected, the computer will give a location within half a mile"

"Yeah, you'll get your cube" Dash says, looking at N.E.I.G.H.'s secret files on her screen "Hey, what's Phase 2?"

"Phase 2" Applejack answers, carrying a plasma cannon "N.E.I.G.H. uses the cube to remake the Hydra's weapons"

"Applejack" Twilight tries to explain "We gathered everything related to the Tesseract, we're not making…"

"Eeenope!" Dash interrupts, showing her computer screen with images of N.E.I.G.H.'s plans for massive weapons assembly "I think Captain Pajamas is right. Why did you lie, Twilight?"

"I was wrong, Director" Applejack says, as Rarity and Celestia enter the lab "The world ain't changed a bit"

"D-did you know about this?" Fluttershy asks Rarity

"You want to be removed from this environment?" Rarity asks, nervous

"I was pretty well removed back at my shed" Fluttershy retorts

"Luna is manipulating you" Rarity warns her

"And you aren't?"

"You came here on your own free will!"

"And I ain't leaving until somepony tells me why N.E.I.G.H. is using the cube to build Weapons of Mass Destruction"

"Because of her!" Twilight answers, pointing at Celestia

"Me?" Celestia asks

"Last year, Equestria received a visit from a Goddess, who had a grudge match that leveled a small town. Not only did we learned that we are not alone, but also that we're hopelessly, hilariously, outgunned" Twilight explains

"I want nothing but peace on Equestria" Celestia protests

"Yeah, but you're not the only pony out there, are you?" Twilight asks "Equestria is filling up with ponies that can't be matched or controlled"

"Your work with the Tesseract is what drew Luna here!" Celestia insisted "Is it a signal to all the worlds that Equestria is ready for war!"

"You forced our hoof!" Twilight objected "We had to come up with something…"

"A nuclear deterrent?" Dash asks "Because those work so well, right?"

"Remind me again how you built your company, Dash" Twilight remarked

"I'm sure that if Dash still made weapons…" Applejack tries to defend her

"Hold on a second!" Dash interrupts "Why is this, suddenly, about me?"

"I thought everything was about ya" Applejack snaps back

"And I thought that you ponies were more evolved than this" Celestia remarks

"I'm sorry, did we went to Canterlot to blow stuff up?" Twilight says

"You treat your defenders with mistrust!" Celestia protests

"Oh, please, darling, don't be so naïve" Rarity says "N.E.I.G.H. monitors potential threats"

"Captain Equestria is a threat?" Fluttershy asks

"You are?" Dash asks "Are you more or less dangerous than angry bees?" The mention of angry bees makes Twilight twitch.

"Dash, I swear, if ya make one more wisecrack" Applejack warns her

"Oh, no! Captain Redneck is angry at me" Dash mocks

They all kept arguing, too busy to notice the ominous glow of Luna's surrogate horn.

* * *

A disguised chariot approaches Cloudsdale. Inside, a brainwashed Pinkie instructs her allies.

"Okay, that big cloud town is where all my friends are. We're gonna throw a big surprise party for them! I will throw this explosive party kit at them, and then we all get aboard and shoot everything. If that doesn't surprise them, I don't know what will. It's gonna be a blast!"

* * *

Back inside the lab, the group keeps arguing.

"We're not a team! We're chaos! We're a time-bomb" Fluttershy protests

"Fluttershy, please, calm down" Twilight requested

"Why don't you let her steam off?" Dash asks

"Ya know why, Dash" Applejack answers, angered "Back off!"

"Make me" Dash challenges

"Big mare in a suit of armor" Applejack points out "Take that away, what's left?"

"Genius, billionaire, flying ace, the greatest ponification of the Phoenix metaphor in pony history… Should I go on?"

"I knew ponies with none of that worth ten of ya!" Applejack says "I've seen the footages. The only thing ya fight for is yourself! Y'all never do the sacrifice play, lay down on the wire for another pony…"

"I would probably cut the wire" Dash interrupts "You know, like somepony with brains"

"Always a way out" Applejack says "Ya may not be a threat, but stop pretendin' you're a hero"

"A hero? Like you?" Dash replies, angry "You're nothing but an experiment, 'Jack'. Everything good about you came out of a _bucking _bottle"

* * *

Meanwhile, Pinkie aims her special 'party package' at one of the turbines of Cloudsdale.

"PARTY CANNON! _Is on the house tonight_" she fires the cannon, singing "_Everypony's gonna have a good time_"

The 'package' glues itself to one of the turbines, a blinking light marking the moment of detonation.

* * *

"Put on the suit" Applejack challenges Dash "Let's go a few rounds"

"You ponies are so petty" Celestia laughs "and tiny…"

"Agent Rarity, would you escort Fluttershy…" Twilight begins, fearing the worst.

"Where? You rented my room" Fluttershy retorts

"The cell was just in case…" Twilight tries to explain

"…In case you needed to kill me. You can't!" Fluttershy cries "I know. I tried" she takes a moment to dry her eyes "I f-failed, s-so, I moved on. Focused on helping animals in need. I was happy. Until you _invaded my shed _and dragged me here" She then turns to Rarity, with anger on her eyes "Do you want to know my secret, Agent Rarity? Do you? _Do you all_?"

"Fluttershy…" Twilight warns her, readying her horn "please, drop the horn"

Fluttershy looks confused at her hoof holding Luna's horn, and delivers it back to the table.

At that moment, the detector warns them of a possible match of the Tesseract.

"Sorry" Fluttershy says, still upset, trotting towards the computer "You won't see my party trick today"

As if the word 'party' had somehow activated it, Pinkie's package stops blinking.

Fluttershy looks at the computer screen.

The package spills a piece of paper saying 'Happy Birthday'.

Fluttershy looks apprehensive "Oh, no!" she says "The Tesseract is in Pon—"

The package explodes.

* * *

The explosion hits the lab with an impressive force, sending both Fluttershy and Rarity many levels below. It causes one of the main turbines to malfunction, putting all ponies in danger of crashing into the ground.

"Put on the suit" Applejack tells Dash with urgency on her voice

"Yeah" Dash agrees

"Trixie! What happened?" Twilight asks on the radio

"_External detonation, ma'am_" Trixie answers "_Engine number three down_"

"Can we fix it?" Twilight asks

"_Turbine's mostly intact" _Trixie says _"But we can't fix it while in the air"_

"Dash?" Twilight asks "Do you copy?"

"_Heard ya" _Dash says_ "Heading right to it"_

"Spike" Twilight continues "Initiate lockdown protocols on the detention area, then go to the armory. Rarity?"

Down on the lower levels, Rarity is pinned down under a pile of pipes "We're fine" she answers.

Next to her, Fluttershy looks away, trembling "Y-you… you… you s-should…"

"Aren't we?" Rarity asks, nervously

* * *

"Okay, guys" Pinkie tells her allies near a vent "Here's where we enter. Who wants to make a conga line? Nopony? Oki Doki. Try to be silent, okay? And don't forget to yell 'Surprise'!"

* * *

"Y-you should… o-out…" Fluttershy keeps mumbling, her voice becoming harsher and harsher.

"Darling?" Rarity says "You got to fight it. This is what Luna wants. We're gonna be okay. Trust me…"

"YOU SHOULD HAVE STAYED OUT OF MY SHED!" Fluttershy snaps back, her eyes glowing green, her face features deforming, her skin turning greenish grey.

Rarity gasps in horror at the transformation before her, as Fluttershy convulses on the floor, trying to fight the inevitable.

Rarity squirms her way out of under the pipes and starts to run, but stops to give one last look at Fluttershy. The little pony now stood the size of a bull, her skin a mishmash of green and grey, with veins popping all over her muscles._ It_ looked back.

"YOU!" Bitterrage growls at Rarity, who runs away in panic "COME BACK HERE!"

Rarity runs, going up and down ladders, turning corners left and right, jumping and crawling, trying everything to lose the beast chasing her.

"YOU ARE GOING TO LOVE ME!"

* * *

"Turn a 1-8-0, heading south" Twilight orders, entering the bridge "Bring us to the water, NOW!"

"We're flying blind, ma'am" one Agent points out "Our navigation system's still recalibrating"

"Is the sun coming up?"

"Uh, yes, ma'am"

"Then, put in the left! If one more engine fails, we're going down!"

* * *

"Everypony, get out of here!" Applejack shouts at the workers, at what was left of the third engine control room "Dash?"

"Over here!" Dash says, floating in the air in her Iron Mare armor "Let's see what we got here… I got to get this superconducting coolant system back online before I can access the rotors to work on dislodging the debris. I need you to get on that engine control panel and tell me which relays are in overload position"

Applejack nods and, making the best of her athletic form, jumps the large gaps that separated her from the panel.

Applejack opens the panel, just to face a complex maze of wires, which she can't even hope to understand. "So, what do you see?" Dash asks

"Uh… It runs on electricity?"

"Well… You're not wrong…."

* * *

Back at the bowels of the city, Rarity sneaks around, trying to find her way to safety. She hasn't seen Bitterrage in a while. She sees a shadow and freezes. Her eyes scan her surroundings, and meet _hers_…

"LOVE ME!" Bitterrage screams

Rarity shots her with a weak magic beam to distract her, and runs away.

"HOW DARE YOU? YOU SHOULD BE ASHAMED OF YOURSELF!"

Rarity runs as fast as she can, but Bitterrage quickly catches up and, violently, slaps her aside. Rarity hits the wall with force, too exhausted to stand up. She raises her head, and sees Bitterrage giving her _**the stare**__. "No, anything but that!" _Rarity thinks, in pain.

Bitterrage kept staring with all her intensity until she was knocked by a concussive beam of magic energy.

"HOW DARE YOU!" she screams to the white alicorn that attacked her.

"We're not your enemies, Fluttershy" Celestia says "Try to remember…"

"STAY OUT OF MY SHED!" Bitterrage yells as she punches Celestia through a wall.

* * *

"_The relays are intact_" Applejack says through the radio "_What's our next move?_"

"This thing won't reengage without a jump…" Dash says "I'll have to jump in and give it a push"

"_But, if it gets up to speed, you'll get shredded"_ Applejack points out

"The stator control unity can reverse the popularity long enough to disengage maglev, allowing…" Dash explained

"_Don't confuse me with your fancy words!"_ Applejack interrupted

Dash sighs "See the red lever? You pull it when I give the word and I don't turn into a cupcake. Got it?"

* * *

"LEARN SOME MANNERS!" Bitterrage yelled, throwing an entire chariot at Celestia.

Celestia ducks at the last moment, almost losing her horn. "Fluttershy, please calm down…"

"YOU CALM DOWN!" Bitterrage says, throwing herself over Celestia.

"We need to evacuate the lower levels" Twilight says, watching Bitterrage's rampage on the monitors.

"On it, ma'am" Trixie says, heading to the exit, but stops once a small object bounces her way "Grenade!" she shouts.

An explosion shakes the flight deck, as Twilight attacks the enemy soldiers who try to shoot their way in "We have a perimeter breach!" she announces through the radio "Hostiles have invaded! We have Celestia and Bitterrage on the Research Area. Levels Two and Three are dark! Bitterrage will tear this place apart! Get her attention!"

"Escort chariots proceed to wishbone area and engage target" Trixie orders "Don't get too close!"

"_Copy that"_ a N.E.I.G.H. pilot answers, flying his chariot towards the lab, where Celestia and Bitterrage are duking it out.

"_Target Acquired" _the pilot says, aiming towards Bitterrage.

Celestia sees the chariot and flies out of the way.

"_Target Engaged" _the pilot fires against Bitterrage.

"HOW. DARE. YOU?!" Bitterrage growls, jumping in the direction of the chariot.

"_Target Angry! Target Angry!" _the pilot says, as Bitterrage clings herself to the plane and starts to tear it apart "YOU ARE GOING TO LEARN TO LOVE ME!"

He ejects to safety, while the plane and Bitterrage fall towards the ground.

* * *

Back at the turbine engine number three, Applejack waits for Dash's sign, when enemy soldiers start shooting at her. She jumps out of the way, and counter-attacks. She knocks out one and kicks the other out in the air. She quickly returns to the lever, but a third enemy fires at her, she tries to hide, but carelessly slips, and falls out of the platform, but manages to hold on a loose cable with her mouth.

Desperately, she tries to climb back to safety, but the other pony keeps firing, relentless.

* * *

Back at the bridge, Twilight and Trixie keep firing at the enemy agents.

"They're never going to come inside here" Twilight ponders "What do they want?"

"Surprise!" a cheerful voice answers Twilight. Pinkie Pie stood on top of a platform, holding a bow, ready to fire what looked like a small blue ball at the main computers "Happy Bar Mitzvah!" she shoots.

The blue ball, a Parasprite, hits the computer and starts to eat its components "Yay! I hit it! _Oui, _that was a _bon _shot, madam" Pinkie says to no one in particular.

Twilight shoots at her, but misses. "Hey, that wasn't nice! I won't invite you to my parties anymore!" Pinkie says exiting the bridge "Gosh, lately, Twi's being such a bi—"

"ENGINE ONE SHUT DOWN!" Trixie alerts, squishing the Parasprite to prevent further damage "We're in uncontrolled descent! If Dash doesn't fix engine three, we will crash!"

"We're lost all power to engine one!" Twilight informs through the radio "It's Pinkie! She shut down our system! She's heading for the detention level. Anypony copy? Anypony?"

"_T-this is Agent Rarity" _Rarity says, still trembling from her encounter with Bitterrage _"I copy"_

"_Dash! We're losing altitude!" _ Twilight informs

"Yeah, I noticed" Dash answers, preparing to rotate the blades of the turbine.

* * *

Celestia arrives at the detention area, just in time to see her sister stepping out of her cell.

"NO!" Celestia dashes to tackle her sister, but pass right through her. A magical copy. Celestia finds herself locked in what was once her sister's cell.

"You're ever _not _gonna fall for that?" Luna mocks her, outside the cell.

* * *

Pinkie Pie pronks her way towards the detention area when somepony calls her "Pinkie!" shouts Rarity.

"Oh, hi Rarity. How are—?" Pinkie is cut off, as Rarity drops a kick on her head.

"Ouch!" Pinkie cries "Why? Why is everypony being so mean to me?" she sits with her hooves covering her eyes, sobbing.

The scene breaks her heart, but Rarity knows what she must do "Sorry, Pinkie…" she says delivering one last kick to the pink pony's head.

Pinkie falls unconscious on the floor, her hair puffing back to normal.

* * *

**MARVEL/MLP SIMILARITIES**

**Willie Lumpkin/Derpy Hooves**

**Willie Lumpkin is the lovable, sometimes clumsy, mailman of the Baxter Building, where the Fantastic Four resides.  
**

**He once jokingly asked to become an official member of the FF because of his amazing "ear-twitching" abillities. Reed Richards just laughed, and said that he would look into it.  
**

**Willie also has a knack to get himself in ludicrous situations purely by accident. Taken from his article at Marvel Wikia:  
**

**"**Once he rang a certain bell in the Baxter Building's lobby which activated a fail-safe circuit breaker. This act allowed the Fantastic Four to escape the captivity of the Mad Thinker. Another time he spent Christmas Eve locked in a reinforced closet while the Fantastic Four battled the Super-Skrull. Willie also accidentally activated Doctor Doom's time machine under the direction of the temporal super-villain called Tempus. Willie traveled backward to another dimension and began to play havoc with that dimension's space-time continuum**"**

**Willie was portrayed by Fantastic Four co-creator Stan Lee on the 2005 Fantastic Four movie.  
**

**Willie Lumpkin debuted in **_**Fantastic Four #11 **_**in February, 1963**


	8. Chapter 8

**Author's Notes: Just watched "Look before you sleep" for the first time (the broadcasting here is really erratic, random, and out of order). The "Headless Horse" story made me giggle. I know it's a parody of the Sleepy Hollow "Headless Horseman" story, but we DO have a "Headless Mule" myth here in Brazil.**

**In the myth, any woman who tries to actively tempt a priest to have an affair with her, is cursed to wander the night in the form of a headless mule (not a mare, a mule. The myth specifies this) who has an eternal flame in the place of her head.  
**

**That story just gave me a little country-pride moment...  
**

**And, Twilight? You really can't do anything unless it's spelled out in a book? Jesus, seek some help!  
**

**Also, Rarity has OCD.  
**

* * *

Furious, Celestia punches the glass with force, causing it to crack, but the whole cell shakes in response, the security protocol getting ready to drop her.

Luna laughs, approaching the switch that drops the cell "The ponies think we're immortal. Shall we test that?"

"Move away, please?" Spike orders her carrying an unfeasibly large gun. Luna obeys, giving a few steps back, looking awry.

"You like this?" Spike continues, pointing at his gun "I don't even know what it does… Wanna find out?" he charges the gun.

At that moment, Luna's image flickers and disappears. "What the—" is all Spike is able to say before he's violently raised from the ground, the tip of a horn bursting out of his chest.

"NO!" Celestia cries, as she watches her sister impaling Spike and throwing him in the ground, unceremoniously.

Luna goes back to the panel, her hoof hovering over the drop button, malevolently smirking. _Sister, please, don't. _Celestia begs with her eyes, but Luna presses the button that sends her to her doom.

Celestia tries to fly, but the centrifugal force inside the cell, throws her against the walls with violence. She eventually manages to burst through the glass mere moments before the death trap crashes in the ground. She hits the ground violently, and there she lay, exhausted.

* * *

Luna savored her sister's defeat with satisfaction. Cloudsdale was falling, the team disbanded, Bitterrage neutralized. Nothing stood on her way now. She turned to leave, to prepare her glorious war…

"You're going to lose…" Spike says, weakly, still lying against the wall, bleeding profusely.

Luna laughs "Your champions are scattered. Your floating fortress falls from the sky. Where is my disadvantage?"

"You lack conviction…" Luna was about to retort, when Spike fired his gun, blasting her through a wall "So… that's what it does…"

* * *

Back to the turbine, Dash pushes the blades at full force, successfully kick starting the engine "Captain, hit the lever now!" Dash informs Applejack.

"_Just a minute…" _Applejack says, still dangling from the cable.

"Lever. NOW!" Dash says exasperated, but the blades become too fast for her "Uh-oh…" she says, as she bounces out of control like a pinball.

"_HELP!"_ Applejack hears Dash plead through the radio. She forcefully pulls herself back to the platform, crawling, dodging the bullets of the enemy soldier, until she reaches the lever and pulls it.

She tries to get up, while the enemy prepares to fire again. BAM! Iron Mare, free from the blades of the turbine, collides with him, saving Applejack.

* * *

"Sorry, boss" Spike says as Twilight enters the detention level and finds him "Luna escaped"

"Shush, don't talk. Just stay awake" Twilight advises, concerned "Eyes on me"

"No, ma'am. I'm clocking out here" Spike says

"Not an option" Twilight says fighting back the tears.

"It's okay, boss…" Spike says, in peace with himself "They needed a push… J-just tell Rarity…" his head falls, life fading from his eyes.

Twilight lowers her head, in silence.

"_Agent Spike is down. A medical team is on their way. They're here… They called it"_

* * *

_It runs on Loyalty_

Loyalty to what? Your ego?

Dash kicks herself. What was she doing?

_Hey, Vinyl Scratch, give me a phat beat to beat my buddy Spitfire's ass to._

She cringes as she remembers that birthday party. She was out of control. Selfish. Irresponsible. Driving her friends away. Her allies away.

_You want to be a Flight Machine? Take your shot!_

She swore she would never let that happen again. And yet, it did. Why did she have to be so hot headed? Why was she always fighting those who wanted to help her? Why was she treating friends as enemies? She didn't focus, she didn't cooperate, and now somepony paid for her arrogance with his life.

Again.

_Luna is trying to wind us_

Damn it, Applejack, you were right.

_That's right, you work alone… How's that working out for you?_

Damn it. Damn it. DAMN IT!

* * *

At the conference room Twilight, Trixie, Applejack, and Rainbow Dash stood in silence.

"These were in Spike's jacket" Twilight breaks the silence, holding blood-stained 'Captain Equestria' trading cards "I guess he never got you to sign them…" she throws the cards in Applejack's direction, who, sadly, stares at them.

"We're dead in the air" Twilight continues "Our communications, the location of the cube, Fluttershy, Celestia… I got nothing! I lost my one good eye… maybe, I had that coming"

"Yes, we were going to build an arsenal with the Tesseract" she continues "I've never put all my chips on that number though, because I was betting in something a lot more risky. The Harmony Initiative. Rainbow knows about that" Dash simply looks away "The idea was to bring together a group of remarkable ponies to see if they could become something more. To see if they could work together when we needed them" Every word is like a stab in Dash's heart "To fight the battles that we never could. Spike died still believing in that idea. In _heroes_"

That was the last straw. Dash rises from her seat, and, silently, leaves, angry at Twilight, angry at Luna, but most of all, angry at herself.

* * *

"You okay? You fell out of the sky"

Fluttershy slowly opens her eyes. She realizes she's inside a crater, created by the _other _pony, on the floor of an empty school. She also realizes that she's naked, which kills her with embarrassment, and then she realizes she's _always_ naked, which, somehow, makes her blush even more.

"Oh, you're still changing?" the pink pony that woke her up said "You were green a few moments ago, now you're yellow, but turning red…"

"Uh… n-no, I'm okay" Fluttershy says "D-did… Did I hurt anypony?"

"Oh, no! We're in summer vacations, there's nopony to get hurt here. You did scare me, though. I'm Cheerilee, by the way"

"Fluttershy. Well, that was lucky…"

"Actually, it was more like good aim" Cheerilee said "You, or the more bloated version of you, were about to fall on the chicken pen, but then you, or her, flapped your wings really fast and really hard, to land here instead. Also, you should see a doctor about that…"

Fluttershy simply nods, blushing again.

"Is there something troubling you?" Cheerilee asks

"No, is just" Fluttershy tries to explain "There's somewhere I should go, but I'm not sure if it's a good idea…"

"Why?"

"My friends may need me" Fluttershy answers "but, while I can help, I can also make things worse"

"Well, then you're no different than anypony else" Cheerilee retorts "Honestly, I think you've already made up your mind"

Fluttershy gives in a little smile and nods.

* * *

"…_porpoise…cake…rock…hacksaw…" _Pinkie Pie mumbles, strapped to a chair

"C'mon, Pinkie, snap out of it" Rarity pleads

"Oh, hi Rarity, good morning" Pinkie suddenly says "How's it going?"

"Oh, Pinkie, you're better!" Rarity says relieved, hugging her friend

"Yay! I'm better!" Pinkie replies "Better from what?"

"You were brainwashed!" Rarity says

"Really? So, that's why my head hurts so much…"

"Yeah, yeah, of course…" Rarity lies, forcing a smile

"Oh, no! The All-Spark!" Pinkie exclaims "Did the Decepticons take it?"

"The all-what?"

"The cube!"

"Oh, the Tesseract. Yes, darling, I'm afraid Luna took it"

"Tessie erect? Is that how it is called?" Pinkie asks "I thought it was All-Spark, you know, considering it's also Hasbro"

"It also has brow?" Rarity asks "What does that mean?"

"…I don't know"

"Just… rest a little more, okay, sweetie?"

"Oki Doki Karaoke" Pinkie replies

* * *

Applejack finds Rainbow Dash alone, pensive, near the place Spike died.

"Was he married?" Applejack asks

"Uh, no" Dash answers "There was a cellist… Octavia, I think. Nothing serious, though. He always had his eyes on Rarity, anyway…"

"I'm sorry" Applejack gives her sympathies "He seemed to be a good dragon"

"He was an idiot!" Dash harshly replies "Facing Luna alone… What was he thinking?"

"He was doing his job" Applejack defends

"He was out of his league!" Dash insists "He should have waited for back up. He should have called… He should… he should…"

"Sometimes there is not a way out, Dash…"

"There's _always _a way out!"

"First time ya lost a soldier?" Applejack guesses

"We are NOT soldiers!" Dash snaps back "and I'm not marching with Sparkle's little army"

"Me neither" Applejack says "She got the same blood on her hooves that Luna does. But, right now, we need to put this behind us, and get this done!"

Dash's eyes wander towards the blood stain on the wall "She made it personal" she concludes

"That's not the point…"

"It is. It's Luna's point" Dash explains "She hit us right at our base! Why?"

"To tear us apart"

"Exactly. But she knows that she needs to take us out to really win. She wants to beat us in public. She wants an audience, a stage! Luna's a diva, a prima donna. She wants statues, spotlights, headlines. She wants a huge monument built to the skies with her name plastered on the—" Dash stops, coming to a realization.

"SON OF A MULE!"

* * *

"Luna's target is the Dash Tower!" Applejack announces, entering Rarity's cabin "We need to go! Can you fly one of those chariots?"

"Oh! Oh!" Pinkie interrupts, jumping in the air with a hoof raised high "I can! I can! Pick me! Pick me!"

Applejack looks at Rarity who nods in assurance "Okay, then, let's go!"

"Yay!" Pinkie celebrates, following the other two ponies "We're going to a pizzeria, right?"

* * *

"Ma'am?" Trixie approaches Twilight.

"Agent Trixie?"

"Those cards" she says, uneasy "They were in Spike's locker, not his jacket"

"They needed a push" Twilight simply answers.

"_We have an unauthorized departure at bay 6!" _the radio alerts.

Twilight smirks "They found her! Get our communications back up! I want eyes on everything"

* * *

**MARVEL/MLP SIMILARITIES  
**

**Mystique/Chrysalis**

**This one is pretty straightforward.  
**

**Raven Darkholme is a mutant who has the ability to change her shape and features to those of any person. She works for no one but herself (despite of what the movies may have made you believe). She's manipulative, ambitious, malicious and merciless.  
**

**Raven's mutant abilities also renew her cells, making her practically immortal, in the sense that she can't age. She's believed to be one of the oldest mutants alive. She has always been persecuted for her "freaky" appearence: in 1921, she was condenmed to execution for her skin, as the townsfolk believed her to be a witch. She was tied besides another man who was there for being a "horse thief". She and the stranger (later revealed as being Wolverine) escape and she asked him to join her little gang for a bank heist. Logan was reluctant to trust her, but Raven seduced him. In the end, Raven betrayed him and her friends by calling the police. She let them be arrested, while she run away with the money.  
**

**That was only the first one on her long carreer of chronicle backstabbing.  
**

**She's also Nightcrawler's mother.  
**

**Mystique debuted in **_**Ms. Marvel #16 **_**in April, 1978**


	9. Chapter 9

**Author's Notes: Someone should do Fan Art or a FanFic of Fluttershy as Ace Ventura...  
**

**Just an idea.  
**

**Also, I've made an Invader Zim reference in this chapter, can you spot it?  
**

* * *

The Iron Mare flies through the skies with difficulty. The blunder with the turbine took its toll on the armor. She sees the Dash Tower in the distance, with Doctor Whooves on the roof, preparing the cube to open the portal.

"_Dash, I've shut down the Ark Reactor" _GILDA informs _"but the device is already self-sustaining"_

"Doctor, shut it down!" Dash orders Whooves

"No can do!" Whooves answers, with a goofy smile "She can't stop know. She wants to show us something! A new universe!"

"Okay, then" Dash says, firing her repulsors at the device. But an energy field deflects it, sending all the force of the Iron Mare's blast back at her. Whooves is also hit by the blast, his head hitting the floor hard, rendering him unconscious.

"_The barrier seems to be unbreachable, Dash" _GILDA informs

"Duly noted" Dash turns to see Luna on her penthouse "Time for plan B"

"_Dash, the Mark 7 is not ready for deployment" _GILDA warned

"Then skip the spinning rims" Dash answered landing on the disassembly terminal "We're on the clock here!"

* * *

"Please, tell me you're going to appeal to my good side" Luna mocks as Dash enters the penthouse

"Actually" Dash retorts "I was thinking about threatening you"

"Then you should have left your armor on"

"Perhaps. But the suit have seen better days" Dash points out "Cider?"

"Stalling me will make you no good" Luna remarks

"Threatening"Dash insists "No cider? You sure?"

"The Changelings are coming. Your stalling, sorry, _threatening,_ won't change that. Tell me, what I have to fear?"

"The Harmonies" Dash says, nonchalantly

Luna just stares at her, looking confused. Dash continues "That's how we call ourselves, our team. Equestria's Mightiest Ponies. That type of thing"

"Oh, right. I've met them" Luna says with a smirk

"It took a while to get us in traction, we discorded a lot. I will give you that" Dash continued "But, let's do a headcount: Your sister, the fearful Goddess of sunshine, a super soldier, living legend who _kinda _lives up to the legend, a pony with breathtaking anger-management issues, a master assassin, whatever the hay Pinkie is, and you, big fella" Dash puts on two bracelets without Luna noticing "managed to piss off every single one of them"

"That was the plan"

"Lame plan" Dash retorted "When they come, they'll come for you"

"I have an army"

"We have Fluttershy"

"I thought the beast had wandered off…"

"You're missing the point!" Dash says, defiantly "There's no throne, there's no crown. There's no version of this when you come victorious. Maybe your army comes, and we can't handle it. But it's all on you. We may lose the first battle, but you ain't never gonna win the war. Doesn't matter how chaotic and messy the situation gets, you can be damn sure we'll harmonize it!"

"How will your friends have time for me" Luna approaches threateningly "if they're going to be busy fighting you?"

Dash drops her bravado with fear for a split second as Luna touches her horn on her chest.

Clink.

The horn hits the Ark Reactor with no effect.

Confused, Luna tries again.

Clink.

Same thing.

"This usually works…" Luna says in an almost apologetically tone.

"Well, performance issues. Happens to the best of us" Dash jokes, her courage coming back to her "You know, I have to say, I was already suspecting that this 'horn enlarger' was trying to compensate for someth—" Luna grabs Dash by the throat cutting her off.

"GILDA…" Dash manages to say "Deploy…"

"You. Die. Now" Luna yells throwing her outside the window, 97 floors above the ground. Was at moments like this (falling to her death) that Dash really missed the ability to fly on her own.

* * *

Less than a second later, a metal case rocketed from inside Dash's room and followed suit, laser sights scanning the area until they found its target: Dash's bracelets. Locking into it, the case begun to change shape, wrapping itself around the blue Pegasus, until it finally becomes the Iron Mare armor Mark 7. Dash breaks her fall and rockets back to her penthouse.

"There's one more that you pissed off" Dash tells Luna, readying her repulsors "His name was Spike" She says firing at Luna.

At that moment, the device at the roof fully loads and shoots a ray of energy that opens a rift in the sky. Out of the portal come thousands of Changelings mounting flying sleds, firing death rays.

"Oh, right" Dash gulps "Army"

Dash does her best to fight the army, but they prove too much for her to handle, and many manage to pass through her and lay havoc on the city. Luna watches, with satisfaction, as her army destroy everything in their path.

"Luna!" Celestia shouts, landing at the balcony outside the penthouse "Turn off the Tesseract or I'll destroy it.

"You can't" Luna simply answers, and charges against her sister.

* * *

"_Dash, we're on you three, heading northeast" _Rarity's voice came through the radio.

"What took you so long?" Dash asks "Did you went to the drive-thru?"

"_Yes!" _Pinkie says, eating a hamburger

"_Dash" _GILDA informs "_there are more incoming"_

"Right, let's keep them occupied" Dash says firing towards them.

"Hey, Rarity look!" Pinkie says, pointing towards Luna and Celestia "Those two are tall!"

"It's Luna! Shoot her!"

"Which one?" Pinkie asks

"Shoot the black one!"

"Rarity!" Pinkie says, shocked "That's racist!"

Before they can continue arguing, Luna sees them and shoots, causing the chariot to fall, in circles, towards the ground. Rarity, Pinkie, and Applejack leave the wreckage mostly unharmed.

"We need to go back up there!" Applejack says, but stops once she looks at the sky "What in darnation…?"

Out of the portal, a humungous flying metal snake arrives at the city, carrying dozen of Changelings on its back.

"Dash…a-are ya seein' this?"

"_Seeing? Yes. Believing? Not sure" _Dash answers "_Where's Fluttershy? She didn't arrive yet?"_

"Fluttershy? No"

"_Keep me posted"_ Dash says "_GILDA, find a weak spot on that thing"_

* * *

"Look at this! Look around you!" Celestia pleads her sister "Do you really think this madness will end with you rule?"

Luna looks, realization and fear appearing in her eyes "…It's too late…"

"No, It's not" Celestia says relived "We can stop it together, sister"

Luna shots her sister a soft, grateful smile. And then stabs her in the gut with a concealed dagger "You are such a sentimentalist…"

Shocked, betrayed, and enraged Celestia shots a powerful blast of magic at Luna, knocking the enhanced horn off her head. Before Celestia can strike again, Luna flees to join her army.

* * *

"We still got civilians trapped in the crossfire" Applejack informs Pinkie and Rarity, watching the Changelings attacking the streets "They're fish in a barrel down there! I gotta help!"

"It's okay, we'll cover you. Go!" Rarity says

"Are ya sure?" Applejack asks

"Sure as a monkey in a bakery, Captain!" Pinkie answers

"…uh…is that a yes?"

"Yes. It's a yes. Go!" Rarity answers returning fire at the Changelings.

Applejack gives her one last nod and goes.

"PARTY CANNON!" Pinkie shoots at the Changelings "Hey, this is just like Budapest, don't you think?" she asks Rarity

"What's a Budapest?"

"Oh, wait… Budapest had zombies…"

"What are you talking about?!"

* * *

Dash pursues the floating metal snake _thing_ and fires a dozen flares at its face. Upset, the monster change its route and heads towards the Iron Mare.

"Well, I got its attention…" Dash says, flying away "What was step two, again?"

Back at the ground Pinkie, Rarity, and Applejack keep fighting wave after wave of the Changelings. They are soon surrounded, but a devastating solar beam vaporizes the Changelings, as Celestia lands to join the group.

"What's the situation up there?" Applejack asks Celestia

"The cube's force field is impenetrable" Celestia answers

"_The Princess' right!" _Dash informs through the radio _"We need to take care of those guys first"_

"How do we do this?" Rarity asks

"As a team!" Applejack answers "Luna's goin' to keep the fight focused on us, and that's what we need. Without her command, these things would run wild. We got Dash up top. She's going to need us to—"

"E-excuse me…" Fluttershy interrupts, arriving at the scene "Oh, my… This all looks awful!"

"I've seen worse…" Rarity remarks

"S-sorry…" Fluttershy apologizes, blushing.

"It's okay, darling, we could use some 'worse'"

"Yay! A new friend!" Pinkie exclaimed "What's your name?"

"F-Fluttershy…" Fluttershy answers "Who are you?"

"I'm Pinkeye!"

"W-what…?"

"She's Pinkie Pie" Rarity explains "Pinkeye is her nickname. She shoved a cupcake on her left eye while making a promise and it got infected. It's a long story…"

"Dash?" Applejack says through the radio "She's here…"

"_Fluttershy?"_

"Like you said"

"_Good!" _Dash says _"Tell her to go green. I'm bringing the party to you…"_

"Yay! A party!" Pinkie celebrated, clapping her hooves enthusiastically

The Iron mare appears in the distance with the Leviathan following suit.

"I-I don't see how that's a party…" Rarity stutters

"I know what you mean" Pinkie says, disappointed "Where's the cake?"

As the Leviathan approaches the group, Fluttershy calmly walks in his direction, a confident smile on her face.

"Fluttershy?" Applejack says "Now would be a good time for you to get angry…"

"That's my secret, Captain" Fluttershy turns her head, her eyes glowing a shade of green _"I'm always angry"_

In a matter of milliseconds, the timid Pegasus was no more, on its place a green ball of fury stood, preparing to punch the Leviathan right into its face.

"YOU WANT TO HURT MY FRIENDS?! HOW DARE YOU?!"

The punch stops the Leviathan right into its tracks, his whole body propelling upwards, its armor cracking open.

"_Tank Missile!" _Dash says, firing at the now unarmed colossus, causing it to explode.

The Changelings stare incredulously at the wreckage of what was once their ally, growling angrily at the ponies.

"SHUT UP!" Bitterrage yells, as the group arrange itself in a circle, preparing to take them down as soon as they make their move.

Luna watches the scene with anger on her eyes "Send the rest!" she orders and more Leviathan and Changelings pass through the portal.

* * *

"Uh-oh" Rarity says looking at the monsters arriving.

"Your call, Captain" Dash says

"Right, listen up" Applejack starts "Until we can close the portal, we need containment. Pinkie, I want ya on top, eyes on everything. Call out patterns and strays. Dash, ya got the perimeter, anything gets more than three blocks out, ya turn it back, or ya turn it to ash!"

"Can you give me a lift?" Pinkie asks Dash

"Kay, but you better clench up, Sugar Rush" Dash says, grabbing Pinkie and rocketing towards the top of a building.

"Wee!" Pinkie says, before being dropped on top of the building "Again! I wanna go again!"

"Celestia" Applejack continues "Ya gotta bottleneck that portal. Ya gotta the sun, burn the bastards up!"

"Ya and me" Applejack says to Rarity "We'll stay on the ground, keepin' the fight here. And Bitterrage…"

"WHAT?!" Bitterrage asks

"…Smash!" Applejack concludes

Bitterrage gives in a mischievous smirk, and flies towards the Changelings.

"YOU WANNA DESTROY THIS CITY?! THAT'S NOT NICE! HOW DARE YOU?!" she yells while beating the friendship out of each one of them.

Celestia flies to the top of a building, her horn charging up, aimed at the portal. As soon as she's all charge up, Celestia let go a blinding, burning beam of light, toasting dozen of Changelings and exploding a Leviathan, successfully bottlenecking the portal.

_That should slow them down. _Celestia thinks as she flies away to assist Bitterrage on her smashing.

* * *

Back at Cloudsdale, Twilight Sparkle watches the live footage of the battle on her monitors, when Trixie interrupts her, worried.

"Ma'am" Trixie says "The council is on the line"

_That can't be good… _Twilight thinks

* * *

"Dashie, you seem to have a fan club" Pinkie informs in the radio "There's a lot of them following you. I think they want your autograph"

"_I know" _Dash answers _"I'm just trying to keep them off the streets"_

"Oh, in that case" Pinkie continues "You may like to know that they really stink at tight turns. Find a tight corner and they will be out of the streets and into the buildings' walls!"

"_Why, thank you!"_

"No Problemo!" Pinkie says firing her cannon, shooting a party banner that says "Have a Nice Trip! We'll Miss You!" at one of the Changelings' sleds, blinding them and causing it to crash into the ground "10 points" Pinkie says to herself.

"_Okay, that was all of them" _Dash comes back at the radio _"What else we got?"_

"Well, Sunny and Big Green 'Shy are having fun at the main avenue"

"_And they didn't invite me!" _Dash says, pretending to be offended

"I know! I wasn't invited either…" Pinkie answers "I think it's an exclusive party"

* * *

Rarity and Applejack remain in the ground, fighting with all they have. But the battle is taking its toll on Rarity. Despite being excellently trained, she's not an Earth pony, and only have so much stamina.

"Captain" Rarity says, puffy "None of this fighting will matter if we can't close that portal"

"Our biggest guns couldn't scratch it" Applejack retorts

"Maybe is not about weapons…"

"Well, If ya really wanna get up there, ya gonna need a ride" Applejack says

"I already have that" Rarity says, looking at the sleds passing by above her "I just need a push"

"Ya sure about this?" Applejack asks, already preparing her shield

"You ask that a lot, dear" Rarity answers "It's gonna be fun"

Rarity runs and jumps on Applejack's shield, who uses all her strength to push her up, just in time for her to cling into one of the sleds. Rarity climbs aboard the sled, kicking the Changelings out of it, and assuming control. The other sleds take notice though, and attack her.

"_Need help?" _Dash asks blasting the attackers and clearing the way for Rarity _"What about you, Cap?"_

"Sure, if ya have nothing better to do" Applejack answers swarmed by Changelings.

Dash fires a repulsor beam on Applejack's shield, who reflects it against all the Changelings that were surrounding her _"Good going, Cap. Gotta go, see ya" _Dash flies towards the sky, passing in front of Pinkie Pie.

"Hi Dashie. Bye Dashie" Pinkie greets before a Changeling sled shoots, barely missing her "Hey! I think you're suffering from a serious case of grumpiness, mister. And here's Doctor Pie's medicine for you… PARTY CANNON!" the confetti bomb hits its target, sending the sled in collision with a Leviathan who, unwillingly, is carrying an extra pair of passengers: Celestia and Bitterrage.

The two mighty equines inflict severe damage on the creature, bringing it down, crashing into the ground. Celestia stops beside Bitterrage to better admire her work, proudly, when she's suddenly knocked aside by her new ally.

"THAT'S FOR HITTING ME EARLIER!"

* * *

"_A.J." _Pinkie informs Applejack through the radio _"A squadron made hostages on the library. They're being really mean to them!"_

"On my way" Applejack answers

Inside the library, a group of ponies stare, frightened, at their Changelings round them up, their guns firmly aimed at then. One of the Changelings prepare to throw a grenade, when he's hit square in the face with a shield.

"Y'all gotta get out of here!" Applejack alerts the ponies, fighting the Changelings. The ponies obey, running for the exit. Applejack sees the first Changeling grabbing the grenade again, ready to throw at her. Applejack quickly grabs her shield, as the grenade blows on the Changeling's hand, the explosion sending her through the window, stunned but unharmed.

* * *

"Director Sparkle, the council has made a decision…"

"I acknowledge that" Twilight answers the councilmare "but given that is a dumbass decision, I elected to ignore it"

"Director" the councilmare continues, ignoring Twilight's profanity "You're closer than any of our subs. You scramble that chariot…"

"_I'm not nuking Ponyville!" _Twilight interrupts "Not while my team is still there trying to fix things up _without _turning the city in a smoking crater, councilmare"

"If we don't hold them there, we'll lose"

"If we send a nuke, we already lost" Twilight concludes, shutting off transmission

* * *

Rarity flies her sled towards the Dash Tower, but is soon spotted and followed by Luna.

"Oh, buck!" Rarity says "Uh, Pinkie?"

"_Yes, Rarity?"_

"Can you take care of Luna for me?"

"_Oki Doki"_

Pinkie aims her cannon, keeping her eyes at Luna "Oki Doki Looney, time to cheer up!" she says, witch a mischievous smile "PARTY CANNON!"

The projectile launches itself at Luna who intercepts it with her magic "Shouldn't have announced yourself, pink one" Luna says with a scorn "Did your simpleton mind really believe that you could hit me with this… _can?"_ As soon as Luna finishes her phrase, the can explodes, covering her with fake prank snakes.

"April Foal's Day!" Pinkie cheerfully declares "Oh, wait… we're in June…"

"I'm going to _kill _you. Your irritating pest!" Luna shouts furiously

"YOU'RE THREATENING PINKEYE?! HOW DARE YOU?!" Bitterrage yells, colliding with Luna, bringing them both inside Dash's penthouse

Luna stands up with difficulty, as Bitterrage walks towards her "BE NICE TO MY FRIENDS!"

"_ENOUGH!" _Luna shouts enraged, making Bitterrage take a step back, surprised "You are _ALL _beneath me! I'm a _Goddess, _your dull creature! And I—"

"WHAT DID YOU CALL ME?!" Bitterrage shouts, grabbing Luna by her mane, using her mouth, and hitting the alicorn on the ground on every angle possible again and again and again "HOW DARE YOU?!" she says stomping Luna twice more for good measure.

Bitterrage calmly walks away, mumbling "Being a Goddess don't give you the right to be mean to other ponies. You should be ashamed! Rude mule…"

Luna just stays, lied down on her crater, paralyzed with shock.

* * *

Rarity jumps off the sled and into the Dash Tower's roof, near the Tesseract device.

"…the horn…" a voice comes from behind her, Dr. Whooves, now back to normal, stands down, looking down, out of the ledge "…Luna's horn…the energy…cube…can't fight it…"

"Oh, Dear…" Rarity says, as she approaches the Doctor "It wasn't your fault, Doctor. You didn't know what you were doing…"

"Actually… I think I knew…" the Doctor replies, much to Rarity's surprise "I build in a failsafe to cut the power"

"Luna's horn?" Rarity guesses

The Doctor nods "I'm looking at it right now…" he says, pointing down to the penthouse's balcony.

* * *

"_Oopsie, I'm out of ammo!" _Pinkie informs Dash through the radio

"You're out? I thought that thing's ammo was endless" Dash answers "Do you still have your bow?"

"_Yes! But I didn't bring any arrows…"_

"You didn't… Why?" Dash asks, dumbfounded

"_To make room for cupcakes!" _Pinkie answers, causing Dash to perform a facehoof _"Wait, I found two on my mane! One is a Rope-Arrow, the other is an Arrow-Arrow…"_

"I would suggest you to use the 'Rope-Arrow' to get out of there. There are bunch of sleds coming your way" Dash replies

"_Oki Doki" _Pinkie says, firing the Rope-Arrow into the ledge of the building, falling in a pendulum movement _"This is fun!" _Pinkie says before crashing into a window _"…ouch…"_

"_Dash" _GILDA interrupts _"I think I should warn you you're flying directly into a monster's mouth"_

"What?!" is all that Dash says before she's eaten by a Leviathan. Moments later, the Leviathan explodes, propelling Dash to crash into the ground.

"S-Sh… awar…Shawarma?" Dash mumbles, dizzy, reading a restaurant sign nearby "What's that?"

* * *

"Ma'am, we have an unauthorized chariot ready to fly" Trixie informs "It appears your authority has been overruled by the council"

"That's it!" Twilight says, running towards the flight deck, _furious _"I've had it with this mother-clopping council messing up my mother-clopping plan!"

At the flight deck, the chariot prepares to take-off, when Twilight shoots a powerful magic beam, destroying half of the chariot, preventing it from flying. Twilight's relief is short though, as a second chariot takes off. The first one was a diversion. Twilight tries to fire at it, but she used all her energy on the first one.

She calls Dash over the radio _"Dash? We have an unauthorized nuke coming your way. It can destroy all of Ponyville"_

"How long?"Dash asks

"_Within three minutes! Clock's ticking!"_

"GILDA!" Dash orders "Set the potency to Sonic Rainboom speeds!"

"_Already did that, Dash"_

* * *

"Near the top" Whooves instructs Rarity, who manages to penetrate the cube's force field with the horn "Girls?" she says over the radio "I can close it!"

"_Then do it!" _Applejack replies

"_No!" _says Dash

"_Are ya nuts?!"_

"_There's a nuke coming"_ Dash answers _"I know exactly where to put it…"_

* * *

**MARVEL/MLP SIMILARITIES  
**

**Miracle Man/Trixie**

**Joshua Ayers, the Miracle Man, is a professional illusionist and part-time supervillain. He was the third official enemy of the Fantastic Four, and one of the most obscure ones. His introduction is _eerily _similar to the introduction of a certain pony. From the Marvel Wikia, a brief synopsis of his first scene in _Fantastic Four #3:_  
**

**"**The Miracle Man is performing at a theater. He points out the Fantastic Four and mocks them. He claims his powers are far greater than theirs and demonstrates by growing into a giant, turning into a cloud, and controlling thunder and lightning. He even upstages the Thing in a test of strength**"**

**After the Miracle Man asserts his superiority over the "so-called" Fantastic Four, he begins his career in crime, performing "miracles" like bringing a humungous monster statue to life. Miracle Man manages to defeat the Fantastic Four a second time in the middle of the story, never wasting an opportunity to gloat about his perceived superiority, and how nobody is a match for him and his "miraculous powers".  
**

**In the end, however, is revealed that Joshua never had powers at all! He was just a really, really good Hypnotist who could convince everyone around him that his feats of magic were real. The Human Torch makes sure that Ayers will never be able to use his abilities again by temporarily blinding him (it was the 60's).  
**

**Miracle Man would return however, this time with real mystic powers that he acquired by training with mountain monks. He would be defeated and suffer amnesia by the end of the story, completely forgetting his magic lessons.  
**

**The character would make a few comebacks every once in a while, sometimes with his full range of mystic powers, sometimes reduced to only his original hypnotic illusions abilities.  
**

******Joshua Ayers and his phony tricks **debuted in _**Fantastic Four #3 **_**in March, 1962**


	10. Chapter 10

"_Dash" _Applejack says "_This is an one-way trip! You know that, right?"_

"Save it, 'sugar cube'" Dash answers, grabbing the missile "GILDA, reserve the rest for the way back, would ya?"

"_Dash" _GILDA asks _"Would you like me to contact Ms. Hooves?"_

"…might as well" Dash answers quietly

The Iron Mare armor flies at top speed, carrying the WMD at her back, thrusting upwards, towards the big hole in the sky. She crosses it, vanishing from everypony's sight.

Inside the portal, in outer space, Dash see, speechless, the Changelings' mother ship, triple the size of Ponyville.

"_Dash, I cann—" _ GILDA shuts off together with Dash's armor. The energy's gone.

Dash let go of the missile, and watches, silently, as it collides with the mother ship, wrapping it in a huge ball of fire. She closes her eyes, embracing the cold of space. Embracing the cold of death.

* * *

"Come on, Dash…" Rarity pleads

Applejack can't take her eyes off the portal, waiting for Rainbow Dash to come back. Instead, she sees the nuclear explosion, dangerously approaching their end of the portal.

"Close it…" she says, reluctantly

Rarity shots one last pleading look to the sky, and shoves the horn inside the cube. The energy beam that was feeding the portal dissolves, causing it to close down.

A mere second before it fully closes, a small armored body pass through it. "Son of an apple pie…" Applejack mutters, not sure if she can believe her eyes (or Dash's luck), then she realizes: Rainbow Dash is not flying, _she's falling._

"She's not slowing down!" Celestia says, alarmed "I'll help her…"

"PUNY GRAVITY!" Bitterrage interrupts Celestia, grabbing Dash in midair, and carefully (as careful a raging monster can be) putting her down in the ground.

Applejack and Celestia run towards her. Celestia rips Dash's helmet off, but she still shows no sign of life.

_Darn, how can you check a pulse over a suit of armor_ Applejack thinks, frustrated _HOW DO YOU TAKE THIS THING OFF?_

Applejack gives up on trying figuring out the armor, and lowers her head in silence.

"Oh, no, you won't… WAKE UP!" Bitterrage yells

"What the hay?!" Dash screams in surprise, fully awake and alive

"YAY!" Bitterrage screams, happy

"Ow! Not so loud!" Dash complains "What happened? Please, tell me nopony kissed me…"

Applejack laughs in relief "We won, sugar cube" she winks, with a reassuring smile

"We did? Great! Great job, girls!" Dash answers, puffy "Tell you what, how about we don't come tomorrow and have a day off? Have you ever tried shawarma? I have no idea what it is, but I saw a place that sells it not far from here. I really hope it's food…"

"We're not finished yet…" Celestia reminds them

"But…" Dash objects "We're still having shawarma later, right?"

* * *

Luna crawls her way out of the crater, thinking that maybe, just maybe she could get out of this mess…

"Ahem…" Well, maybe not.

She turns and, just as she suspected, those six sons of a mule stand there looking at her, their expressions ranging from serious to smug amusement, from angry to unexplainably happy. Luna just looked at each one of them, considering her options, and finally sighed in defeat.

"I'll like that cider now, if you don't mind…"

"Hi, Looney" Pinkie, who stood in the middle of the group with her bow and the 'Arrow-Arrow' pointed at Luna, said "It's me, Pinkie!" she waves, letting go of the string "Oops…"

* * *

"Where are the Harmonies right now?" a council member asks Twilight Sparkle

"I'm not currently tracking their whereabouts" Twilight answers "I'd say they deserved a day off"

"What about the Tesseract?"

"The Tesseract is where it belongs" Twilight replies "Out of our reach"

"That wasn't you call"

"It sure wasn't" Twilight says with a smirk "but I didn't want to argue with the Goddess who made it"

"So, you let her have the Tesseract, and the war criminal, Luna, who should be answering for her crimes…"

"I'm pretty sure that she'll answer for it" Twilight interrupts

"I don't think you fully understand what you started" a council member says, while Twilight raises an eyebrow "letting the Harmonies loose in the world. They're dangerous!"

"I know that" Twilight answers "The whole world knows that. All the worlds know that!"

"So, that was the point of all this? A statement?"

"A promise" Twilight concludes, leaving the conference room

"How was it, ma'am?" Trixie asks Twilight in the control room

"Good. Irritating. The usual" Twilight answers

"So, what are we going to do now? The Harmonies have gone their separate ways. Some, very, _very _far"

"If we get in a situation like this again, they'll be back"

"Why are you so sure?" Trixie asks

"Because, we'll need them"

Trixie was, clearly, not satisfied with the answer, but as a good soldier, she just nods and leaves her commanding officer alone, looking at the horizon.

* * *

Back at what was left of the Dash Tower, Rainbow Dash eats a muffin with her friend Derpy, and plans the six new rooms she will be adding to it. Each one specifically designed to better suit her new allies, her new friends. She looks at the top of her tower, to the side where her name used to be. The DASH sign was almost completely destroyed in the battle.

The only thing left was an H

* * *

At the empty cold of space floats an asteroid.

In it, stand two creatures: the Other, and her master, sitting on his throne.

"The ponies are not the cowering wretches we were promised" the Other tells her master "They stand. They are unruly, therefore cannot be ruled"

Her master raises from his throne, and she kneels both in reverence and fear.

"To challenge them" the Other concludes "is to invite chaos"

Her master turn his head towards her, showing his yellow-red eyes. He smiles, exposing a single fang.

* * *

**MARVEL/MLP SIMILARITIES  
**

**Six Infinity Gems/Six Elements of Harmony**

**You know that guy in the middle of the Avengers credits? The purple face guy? His name is Thanos, and there are two things that are always associated with him. One, he's in love with Death (that's why he smirks when the Other talks about courting death) and he's determined to kill the entire universe to impress her. And Two, the Infinity Gauntlet, which can be seen in Odin's Trophies Room in the Thor movie.  
**

**The Infinity Gauntlet, by itself, is nothing special, is just a glove. What makes it special is the six Infinity Gems that it holds on each finger and on the back of the hand.  
**

**The Infinity Gems are incredibly powerful cosmic stones, which if held together in the Gauntlet, practically turns it's user in an All-Mighty God.  
**

**The six multi-colored Gems are:  
**

Power Gem (Red) – Increased strength and durability, enhances virtually any known superhuman ability, energy manipulation.

Time Gem (Orange) – Time travel; stop, slow down or speed up flow of time; accelerate or slow down aging; see into past/future.

Space Gem (Purple) – Travel through space, mostly through teleportation. Able to interfere with the motion of other objects.

Soul Gem (Green) – Observe, attack or even steal a being's soul or spirit. Also used to revert individuals to their natural state.

Reality Gem (Yellow) – Alters all of reality; similar to the effects of a Cosmic Cube, but much, much higher.

Mind Gem (Blue) – Near-limitless psionic/psychic abilities including empathy, telepathy, and telekinesis.

**Thanos have used the Gauntlet more then once to try to kill the entire universe and win the love of Death. The Illuminati, a group consisting of Marvel's most brilliant heroes _plus _Captain America (Hey, I love the guy, but he's not really a genius) decided to become guardians of the gems, each member becoming responsible of one gem, to hide them so they wouldn't be used against Earth ever again.  
**

**The current guardians of the Infinity Gems are: Namor (Power Gem), Doctor Strange (Soul Gem), Mr. Fantastic (Reality Gem), Professor Xavier (Mind Gem), Iron Man (Space Gem), and Captain America (Time Gem).  
**

**Some fans speculate that Loki's scepter in The Avengers was powered by the Mind Gem since both could control people's minds and were blue. They aslo speculate that Malekith (Thor 2 villain) may possesses the Power Gem, bacause of Set pictures of him blocking Mjolnir with his arms, and a suspicious red light coming from his body. This may imply that the rest of the Gems may be introduced in following Marvel movies leading to the Infinity Gauntlet on Avengers 2 or 3.  
**

**The gems debuted in **_**Marvel Premiere #1 **_**in April, 1972**

* * *

**Author's Notes: So, this it.  
**

**Hope some of you enjoyed my first venture in My Little Pony FanFiction (and my little Marvel fun facts at the end of every chapter too).  
**

**I have 11 more MLP FanFics on my to-do-list (of 25 fics total). Yeah, I have a FanFic To Do List... Am I the only one who do this?  
**

**I promise you that they will be more original and better written than this one (only 2 of them are Crossovers) I did this more for fun, and love to my two current obsessions, than anything else.  
**

**I have to finish two Iron Man fics and a Final Destination ficlet, before I start working on those MLP fics though.  
**

**I hope I'm welcome to the fandom.  
**

**Sincerely,  
**

**Michael S., The Man From Mars  
**


End file.
